RWBBYVerse: Clash of Heroes
by Jade and Q
Summary: Sent to this universe full of heroes and monsters, Ben Tennyson must fight his way through all the dangers of Remnant, alongside his new friends, team RWBY. Along the way, he'll be dealing with relationship problems, studying and super villains. Can the Omnitrix wielder survive this world?
1. Ben Tennyson

**CHAPTER 1: Ben Tennyson**

 _Earth. A place identical to our world, Remnant. Despite their near identical attributes, like it's government, it's forces and it's dangers, Remnant and Earth are lightyears away from each other. However, the current Earth is now more advanced than our own. They are capable of using technology, which allows them to go to places far from their planet. They are capable of traveling through time, destroy other celestial bodies into dust, and even create an entire universe from scratch._

 _Something we have not achieved yet._

 _But among all their weapons is the Omnitrix. It allows the wielder to be in the shoes of different beings in a single flash._

 _It's current and only wielder is a boy who, despite his naive personality, has used its power to for selfless acts to save multiple innocent lives._

 _We need someone like him._

 _Remnant is doomed to fall...should he not save us from the coming storm..._

 **Have no doubt, dear friend. There is an unknown force in our multiverse that helps all those in need...Your world will be saved, the least you expect it.**

~ O ~

"I'll just see you later, Rook. I need to go say hi to mom. After all, it's been a year." Ben said to his partner on the Proto-TRUK. It has indeed been a year since Ben, Rook, Gwen and Kevin traveled the universe, hoping to see wonderful sights during their field trip.

"Are you certain? I can drive you there. You have no need to walk there." Rook responed, smiling at Ben.

Ben showed his Omnitrix. "Hey. Who says I'm walking there?" He said, and smirks. Rook simply chuckled.

"Very well. You take care...Partner." Rook said as he closed the door's window and left.

Ben waved as he sees the high tech truck drive awy. "You too, partner." He said to the wind. Ben then fiddled with his watch. Spinning the dial, looking for something fast, something that can fly, or probably both.

"XLR8...Fasttrack...Jetray...Meh. Let's try Astrodactyl." He said and slams the dial. However, instead of his pterodactyl alien, he accidentaly turned into...Blitzwolfer.

"Really? Darn it. Sometimes I hate this watch." He then looks at the sidewalk and road infront of him and sighed. "I guess I'm gonna walk after all." He said as he picks up his bag and began walking.

Until he hears a nearby explosion.

"Right now?" He sighed. "Fine. I just hope Blitzwolfer's the right form for this job." He said as he ran towards the chaos.

Blitzwolfer arrived in time at the city to see Fisttrick holding an orange bag. It seems loaded. And when Ben sees a criminal carrying a loaded bag while an explosion occurs behind the criminal, it's bad news.

"What's in the bag, Fisttrick?" Blitzwolfer growled at the wrestler. Fisttrick just laughed.

"Bro, its been a year. Where have ya been, bro?" The wrestler taunted. Blitzwolfer growled, angrier than before and charged forward, running on all fours.

"Here. Catch this, bro!" Fisttrick said as he takes out a small cube from the bag and throws it at Ben. The cube then broke into pieces and released a small black hole. "What...did...you...do...to me?" Blitzwolfer said as he gets sucked into the black hole. And disappeared.

"It's called a Dimension Rift Grenade, bro! Very illegal in 5 galaxies, bro. Consider it as my welcome gift to ya." Fisttrick said and laughed evily as he runs away with a bag of DRGs.

~ O ~

Ruby, Weiss and Blake go through the Emerald Forest, looking for Yang. Why is she missing, you ask? Cardin apparently messed with her hair, and now Yang is chasing after him and his team in the forest of Grimm.

"Yaaaaaaaaaaang!" Ruby shouted. Weiss covered her mouth.

"Shush. We don't wanna attract any Grimm." Weiss said. Ruby took Weiss' hand off her mouth and whispered.

"How will we find Yang then?" The red hooded girl said to the Ice Queen. Weiss was about to say something, until they hear Blake shout and stumble as she backs away from a bright purple light.

Blake rubs her head and stands up. "What was that?" She asked her allies. Ruby and Weiss looked at each other then looked at Blake and walked towards her.

"What was that light?" Weiss asked. Ruby, Weiss and Blake all leaned forward to see what made the flash...and saw a giant werewolf. The three all jumped back. "A Beowolf?" Ruby asked.

The werewolf stood up and looked at the three girls. "Man that hurt. Where am I?" the werewolf suddenly spoke. The girls jumped back further.

"A TALKING Beowolf?!" Weiss screamed. Ruby brought out her scythe, Weiss brought her rapier and Blake brought out her sword. "Kill it!" Ruby yelled.

Blitzwolfer tried to protest. "Hey, hey, hey. Calm down. I'm just a dude-" He was about to press his Omnitrix to turn back to human. But he was cut off when Ruby makes a huge scythe swing at him. Blitzwolfer managed to dodge.

"Stop. You don't understand. I'm-" He tried talking it out again. But Weiss slided forward, attempting to impale him. Blitzwolfer opened his quadra-hinged muzzle and made a sonic howl to throw her off. Weiss was blown away from the powerful howl. "Didn't mean to do that!" the alien werewolf said.

But then he was knocked out when Blake hit him on the head. "I didn't know Beowolves could talk and make sonic howls." Blake said. Blake was about to behead him, but then a beeping sound was heard coming from the werewolf and then, after a bright green flash, the wolf was now a human boy.

RWB was shocked at what they saw and at what they nearly did. "What...how...is that even possible?" Weiss said. Ruby just had her mouth opened wide. Blake knelt down to check the brunette boy.

Blake observed and looks at his face. "He's...human?" The girls just have their jaws open, looking at the boy.

Ben woke up and stood up. "Sheesh. What is it with me and women trying to kill me?" He yelled to himself.

Blake pointed her sword at Ben's neck. "Who...or what are you?" Blake questioned.

Ben was startled and raised his hands up, as if he was surrendering. "Woah, woah hey! Come on! It's me! Ben Tennyson! Greatest hero of Earth? Savior of the Universe? Ring any bells?" Ben responded.

Ruby and Weiss stared at each other while Blake still aimed her sword at the brunette.

"What's Earth?" Ruby asked. Weiss facepalmed and said, "Earth is a mythical planet that can be found on the books of children. That or the very floor we are stepping on now."

Ben stared at Weiss. "What? Earth is an actual planet! Earth is this very planet we're living on!" He yelled. but Blake aimed the blade at Ben's forehead this time.

"Earth is a myth. We are in Remnant." Blake responded. Ben blinked. Was this another alternate dimension like Rex's world? Or is he dead and these girls are angels? Wait...What?

Ben stood up and touches the blade with his finger. "Now whatever misunderstanding we had, let's talk it out. I'll try to explain this with whatever knowledge I have right now. Assuming I have one..." He said to Blake. Blake calmed down, sheathing her sword on her back.

"Don't freak out okay?" Ben said as he reached out for his Omnitrix. RWB all stared at him in confusion. Ben activated the dial and searched for Grey Matter. "Come on, please give me someone smart enough to expalin this." He whispered to his watch. He slammed the power watch and created a bright emerald flash, nearly blinding the girls, who just covered their eyes.

Ben then starts transforming into a mechanical humanoid in a green outfit, with the exception of his head and shoulders being a bluish-purple color. He has four fingers on each hand, which are apparently gloved. He has nozzles/openings, from which he can eject gas. He has two on both of his arms, one on each of his shoulders, three on the rim in between his shoulders, three on his head, one on his back and one in the center of his posterior. He has a belt with a window on his stomach so that the gas he uses can be seen.

Ben is now...Gutrot. "Seriously?" Gutrot said and sighed. "Fine. At least Gutrot's smart enough." He said. RWB was still dumbfounded by what they saw. This boy could turn into other creatures!

"What are **YOU**!?" Weiss shouted. Blake took 3 steps back. Ruby however...

"How did you do that? Quick! Turn into something else!" She said, starts seemingly replacing her eyes.

"Now now, settle down. Lemme explain." Gutrot responded.

~ O ~

After 10 minutes, Ben, with Gutrot's form and inteligence, explained about the timestream, a point in space-time where all past, present and future timelines meet and intersect. It's a place where the timelines branch and shift. He also explained about the multiverse (or meta-universe), the set of infinite or finite possible universes (including the Universe they consistently experience) that together comprise everything that exists: the entirety of space, time, matter, and energy as well as the physical laws and constants that describe them. The various universes within the multiverse are sometimes called parallel universes or "alternate universes".

And for obvious reasons, only Weiss understood. And then Ben and Weiss had a conversation.

"So let me get this straight. You're from another universe?" "Yes."

"From Earth, a real planet in your dimension?" "Yes."

"Which is a mythical planet in our dimension?" "Yes."

"And you're a hero in your dimension?" "How many times have you said dimension? And yes."

There was silence. "...How the fu-?" Weiss was about to say something but she was interrupted when they heard team CRDL running away and towards Beacon.

"Finally, Yang's here." Blake said. However, to RWB's surprise, she was also running away and towards her team.

"3...Never...MORES!" She shouted as she ran. RWB was startled. They could handle one, but three? Well, shit.

"Uhhhh...what's a Nevermore?" Gutrot said. "Trouble!" Ruby said as she pointed at the sky. Take a guess. Three Nevermores.

Ben looked at them. He wasn't fazed one bit. He's fought giant birds like that, similar to Animo's creations.

"Those bird brains? Meh. I got this." Gutrot puts his arms in front of him and released his sleeping gas. However, to his surprise, it did not let the giant Grimm birds sleep, and only made them angrier as the they swoop down on them. Fortunately, they managed to duck in time to evade. RWBY, including Ben, stood up.

"You just made them angrier, you...what are you?" Yang said.

"In this form, they call me Gutrot. So, sleeping gas doesn't work on these things, huh? Better try something else." He replied. A beep is heard from his Omnitrix logo and he turns back to human form after a bright flash.

Yang was dumbfounded at what she saw. She looked at her teammates. "We'll..I mean, he'll explain later. Right now, we need to run or fight." Weiss responded.

Ben fiddled with his watch. _Humungasaur can't fly. Way Big would be overkill..._ He said in his mind.

"Meh. Bigger is better." Ben said as he stopped the dial, prompting Way Big's icon. He slammed the dial and starts transforming and growing to a titan-like size.

Team RWBY stared at him as he grew in size and change appearance. Ruby was thought it was cool, Weiss shivered in fear, Blake, unknown to herself, drops Gambol Shroud and Yang...smirked.

"I've seen bigger." She said. Bow Chika Bow Wow. I mean...right right, the story... Way Big now towers down the three birds. Now, the Nevermores are now as small as pidgeons to him.

"Heh. Not so tough now, huh?" Way Big taunted the Grimm. However, the Nevermores just starting flying and pecking on him, similar to how actual birds try to annoy humans. "Ow ow ow, hey! Cut that out!" The giant said, as he claps his hands together to smash one Nevermore.

RWBY saw the action (if there is even one) and were impressed a little. "One down." Blake said.

Way Big then swatted the next Nevermore to ground and, crossing his arms in front of him like a giant "X", blasted it with his cosmic ray. The giant bird monster was incinerated.

"Woah." Ruby just said, totally fangirling deep inside, while her teammates just turned pale white at what they saw. He destroyed two Nevermores with ease when it took the entire team to kill just one.

Way Big was about to stomp on the last one, but then the Omnitrix timed out and changed him back to human. "Oh come one. Really? Right now?" Ben complained. Team RWBY ran up to him.

"You were awesome!" Ruby yelled.

"What are you doing? You were killing them left and right? Why'd you change back?" Yang said.

Ben pointed at his Omnitrix. "This thing turns me into those alien things. And it needs to recharge every after transformation." He explained. Then the Nevermore landed near them and made a loud screech at them.

"Alright. At least we can handle this without your help. Thank you for your assistance." Weiss said as team RWBY ready themselves.

Ben still fiddled his Omnitrix, hoping to find something that can at least help. Looks his hero spotlight is being stolen. "Where's Rook when you need...oh right. He's still at Earth." He said as he spins the dial.

Meanwhile, team RWBY now fight off the bird. They don't have the mountain or the pillars to help them this time. They'll have to improvise. "Blake, Yang. Cover us. Weiss, you and I will-" Ruby was cut off when they heard a zapping noise behind them. She turned to see Ben transforming into a feline-like alien with a black suit-like color scheme. His hands, legs, part of his head, and chest are colored blue. He has spikes on his hands and legs. He also has black Wolverine mask-like fins around his green eyes. He has a triangle-shaped nose, and a thunderbolt-like design down his chest.

"Fasttrack!" the blue alien yelled and ran towards the Nevermore with enourmous speed. Ruby, this time, was just surprised. He had a form that could match her speeds. Ruby just froze.

Fasttrack made a tornado below the Grimm by running in circles. The Grimm was starting to get thrown off.

"ComeonandhitthisthingalreadyIthinkI'mgettingdizzy!" Fasttrack said in a very fast pace that would make Oobleck jealous.

"Ummmmm...what...exactly did he say?" Blake asked her friends. Yang shrugged.

"Dunno. Let's just pound that thing!" the blonde replied and shot multiple shells at the beast. Blake and Weiss followed, firing and blasting at the Grimm. Ruby, however, was still in awe.

 _He's fast. He's strong. He's...AWESOME!_

She thought to herself and started firing.

 _10 minutes later..._

Team RWBY, alongside Ben, who is now in human form, are now tired after dealing with a bunch of Grimm. "Man...You guys are cool. I mean girls." Ben said as he pants and wheezes for air. However, Ruby rushed over to him.

"Are you kidding me? You can do what we can do! Quick! Turn into something that can fly!" Ruby said, surprising Ben.

"No. We need to go back to Beacon. Who knows how many more Grimm will attack us." Blake said as she sheathes her sword. "And you're coming with us." Weiss said, as she pointed at Ben. Ben looked at his left and his right, then at his back. Then he points at himself. "Me?" he asked. " **YES YOU**!" Weiss yelled, scaring Ben, making him jump backwards.

"Man, you're just like Gwen!" Ben replied. "We don't who and what you are. You better explain this to our headmaster. He's the best we can talk to right now." Blake suggested.

"Headmaster. You guys from a school of heroes or something?" Ben said sarcastically and laughed.

"Actually, we are." Yang replied. Ben stopped laughing and had a shocked look on his face.

"Well, are we headed or what? My knees are starting to ache." Weiss said. Team RWBY then walked back to Beacon, with Ben, still confused, following behind.


	2. The Shining Beacon

**CHAPTER 2: The Shining Beacon**

Ben was dumbfounded by what he saw. A huge, palace like school called Beacon. "This is the most amazingest thing I've ever seen." He said.

Ruby chuckled and said, "Amazingest isn't a word." "Do you have a better word for it?" Ben responded. Ruby smiled and said, "No."

The team and the shape shifter walked down the halls of Beacon. No words were spoken. It seems that what happened earlier left the girls dumbfounded and left the the boy wishing he could just go home... or have a smoothie.

Finally, as they near the cafeteria, Blake spoke. "One of us should find Professor Ozpin. The rest should watch over this...guy."

Ben rolled his eyes. "Wow. I feel honored." He said sarcastically.

A few minutes later, Weiss volunteered to find Ozpin while the rest headed for the cafeteria. There, Ben was introduced to Ruby, Blake and Yang. Ben then explained who and what he is and whete he came from to Yang. She barely got any of it but Ben was patient enough, but still annoyed, to explain things slowly. Then team JNPR arrived. They were also informed of what happened and about Ben, which shocked them. Jaune was interested, actually seeing a real hero like X-Ray and Vav.

"I still find this...very unlikely..." Ren commented.

Ben frowned. "Dude, I explained like 100 times-"

Ren interrupted, "Five, actually."

"Not the point!" Ben yelled.

Suddenly, team CRDL, who apparently had gotten over Yang's attack, are now bullying on a bunny Faunus named Velvet.

Cardin is currently pulling on her bunny ears.

"Ow! Please stop..." Velvet begged as Cardin kept pulling while he and his team kept laughing.

Ben and the others saw this. He turned to Ren, saying, "You want proof?" He vaulted over the table and confronted the bullies.

Cardin laughed with his team. "I told you they were real." He said to them. Suddenly, they were interrupted by a brown haired boy with green eyes.

"Hey! Leave her alone!" Ben yelled. Cardin let go of Velvet's bunny ear and stood up, trying to scare Ben with his towering height. To his surprise, Ben didn't even flinch or back away. After all, he's been nose to nose with Vilgax once. Facing Cardin is no problem.

"You're defending this freak?" Cardin replied.

Ben raised a brow. "Freak?" He looked at the worried Velvet. "She looks normal to me. In fact, those Bunny ears make her look cute." He said, facing Cardin again. Unknown to him, Velvet blushed.

"Speaking of freak, have you looked in a mirror lately?"

Ruby, Yang, Jaune and Nora snickered at his words while Ren and Pyrrha got worried. But Blake...Blake found herself smiling at Ben. On how he was willing to defend a Faunus like her.

Cardin, however, was irritated. This kid had the guts to stand up to him and now he's making fun of him? That really ticked him off. "Why, I oughta-" He attempted to punch Ben, but Ben's next move surprised him.

Before he could get punched, Ben slapped down the dial on his Omnitrix, engulfing him in emerald light.

The next thing everyone in the cafeteria knew, standing in Ben's place was a being clad in red, durable armor.

"Say hello to Water Hazard!" Ben, who just transformed, said in a voice similar to a man talking underwater.

Team CRDL and team JNPR were dumbfounded while RBY knew Cardin is screwed.

Cardin, recovering from his shock, punched Water Hazard on his chest. However, he hurt his hand instead of his opponent.

Water Hazard could smirk if he had a mouth. "This armor is tougher than yours. So...why don't you cool off?" He said, ending it with a pun, much to Yang's delight. He then blasted Cardin with cold water from the holes in his palms.

Cardin was blasted across the the room and ends up hitting a wall. The rest of his team ran over to him. Cardin glared at Water Hazard. "You're a freak. Just like them."

Water Hazard replied, "Blah blah blah. Don't talk when your mouth is full." He blasted Cardin again, this time, in his mouth. After Ben stopped, Cardin began spitting and coughing out the water.

Cardin snarled at him. "I'll get you one of these days!" He said, walking out the place, his team following, glaring at Ben as well.

Water Hazard waved goodbye at them, mocking them. "Eat me! Don't forget to write!" He said.

The Omnitrix began beeping and turned Ben back to human. He sat back down with his new friends and began drinking on his drink (which isn't a smoothie, much to his disappointment).

Everyone was silent...Until Nora glomped Ben.

"A superhero! I want a moster watch too!" She yelled as Ben pushed her aside.

Ben sat back down. "Sorry. It's the only one in the universe... Errr...My universe." He replied. Nora pouted and sat back with Ren.

Ben had a victorious smirk on his face. He was about to talk when suddenly, Weiss returns with a blonde woman dressed up like a witch...minus the hat.

"Ben Tennyson, I presume?" the woman said.

Ben raised a brow. Was he in trouble? "Ummm...the one and only."

The woman nodded. "Headmaster Ozpin would like to see you. Follow me. The rest of you, finish your meals ans head to your classes." She said, leaving the cafeteria.

Ben, still confused, followed her anyway.

~O~

Team RWBY were leaning on Ozpin's door, trying to listen to the conversation.

They heard a very faint, "Thank you. You are dismissed." from the other side of the door. Not wanting to get caught, they instantly backed away just in time for the door to open, revealing Ben.

Ruby was the first to ask the brunette. "What did he tell you?"

"I told him everything I told you guys and he believed me. Then he told me that until I have a way to go back to my universe, I should stay here in Beacon." Ben replied, shrugging.

"Makes sense." Blake commented.

Yang was next to ask. "Did he tell you if you should have a team?"

Ben shrugged again. "He told me I'm staying with you guys as a mentor."

Weiss was slightly irritated and said, "You'll be _our_ mentor? Preposterous! If anything, we should be your mentor. We know Remnant more than you."

Ben smirked. "Actually, I'm your mentor in combat. Ozpin thinks I'm a one man army and thinks I'm better than you." He said.

 _Actually, he never told me I'm better than you, but whatever._

Ben thought.

Team RWBY was silent for a while. But then Weiss stomped on the floor and shrieked.

"There is no way you're better than me!" Weiss said, while her team all sweat dropped.

"You mean 'us', right?" Ruby said, but was ignored by the heiress.

Ben sneered. "Wanna prove it?"

Weiss grit her teeth.

~O~

Team RWBY and JNPR were gathered in the amphitheater. Weiss is on the stage with Ben, prepared to face each other.

Ruby and Nora were excited. Jaune was a little worried. One the other side is the girl he likes. Then on the other side is a superhero that he thinks is cool.

Yang was cheering as well. "Kick his butt, Weiss!"

Pyrrha, for some reason, is cheering for Ben. "Fight well, Ben!"

Weiss prepared herself and took a fighting stance with Myrtenaster.

Ben looked at her and observed.

 _She could use energy and elements when we fought that giant bird in the forest. Then I know just who to use._

Ben thought as he selected an alien form and slammed down the Omnitrix dial.

In a flash of green light, Ben transformed into a black being with tendril like antennas and electrical plugs on his fingers and tendrils.

Ben, now in Feedback's form, smirked. "Let's see if I can shock some sense into ya." He said.

Weiss immediately spun around and stabbed the ground, creating a wave of ice coming at Feedback. But the Feedback aimed his hands down and blasted electricity to launch himself off the ground, evading Weiss' attack.

Weiss, looking up to spot Feedback, did motion with her hands and rapier and fired beams of lightning from a few small glyphs she created. She thought that Ben would at least block her attack. But she knew he'd get electrocuted if he did that. However, much to her surprise, Feedback used his tendrils to **absorb** her attacks.

"Okay. That was actually awesome." Yang said. Ruby and Nora had stars on their eyes.

After absorbing the heiress' attack, Feedback landed back on the ground and blasted Weiss with a bolt of electricity.

Weiss puts both arms in front of her and creates a glyph to shield herself from the attack. As Feedback's attack subsides, Weiss creates a glyph below him and activates it, making Feedback bounce in the air.

Feedback found himself launched in the air. After struggling, he sees Weiss in the air with him, preparing to stab him. Instinctively, he manages to catch the rapier's blade in his hands, much to Weiss' surprise. "It's bad to use pointy objects on friends." He replied, smirking and electrocuting Weiss, using her Myrtenaster as a conductor.

Blake eyes widened. "That's kinda harsh." She commented.

Yang chuckled, "Yeah. It's kinda 'shocking'. Eh? Eh?" She said, earning groans and "boos" from her friends. Yang pouted.

Both fall back on the ground, with Weiss lying down, still conscious and Feedback, arms crossed, smiling and thinking he's victorious. Weiss stands up and creates a glyph below her. She then begins glowing with a white aura surrounding her.

Feedback observed closely and got an idea. "Come at me, girl." He said.

Weiss, with incredible speed, slides towards Feedback, attempting to stab him again. But Feedback managed to dodge by back flipping and slamming the Omnitrix symbol on his chest, engulfing him in green light.

Standing in Feedback's place is a being that looked like a giant walking oven.

"NRG!" Ben yelled in a Russian accent.

Weiss stabbed the ground again and unleashed another wave of ice at NRG. This time, he didn't move and was trapped inside the ice prison.

"Oh. He didn't move. He was like frozen in place." Yang said. Her friends groaned again and from out of nowhere, an apple struck Yang on the forehead.

Weiss smirked this time and began walking away.

"You're kinda cool, Weiss."

Weiss turned around to see NRG glowing red hot, melting away the ice around him.

"But I'm too hot to handle." NRG finished.

Team RB and JNPR all groaned. But Yang suddenly stood up and raised her fist in the air.

"You tell her, Benny!" Yang yelled.

Ruby sighed. "I guess Yang found her pun partner."

"Wasn't she cheering for Weiss a while ago?" Jaune replied.

Weiss prepared another fighting stance. She slided forward and attempted to stab NRG. But to everyone's surprise, as soon as her attack landed, she bounced off NRG, and her rapier... snapped!

If only NRG could reveal his smiling face. "Sorry about that, Weiss. But no weapon can break this armor. Heck, this thing's tougher than Water Hazard's armor." He said.

 _Of course, only Taydanite can pierce this armor._

Ben thought.

Weiss stood up. She analyzed everything. Myrtenaster is broken, she has limited Aura and Ben's in a form that's virtually indestructible. Did she really just lose? She grit her teeth.

"I...forfeit." She said. NRG slapped the Omnitrix and turned back to human.

"Now say sorry to your mentor." Ben said, smirking while everyone else have gone down from the seats and joined them on stage.

But instead of apologizing, Weiss slapped Ben on his face so hard, he got knocked back on the ground.

Teams RBY and JNPR were startled.

Ben rubbed his face from the pain. "Ow! What's with you?!" He yelled. However, he just saw Weiss walking away, carrying her broken Myrtenaster.

 _Was it something I said?_

Yang helped Ben up. "Give it time, she'll like you eventually." Yang said.

Ben shrugged.

Ruby and Nora now glomped Ben again.

"Come on! Let us borrow that watch!" Both girls said. Ben groaned and tries pushing them both off.

Jaune looked at Ben.

 _I wish I had that watch...then maybe...I'd be a good Hunter..._

He thought. Pyrrha noticed the look on Jaune's face. It worried her...

 _Jaune..._


	3. Fallen Arc

**CHAPTER 3: Fallen Arc**

Ozpin looked out the window behind his table. Things have gotten interesting so far. First off Ruby Rose. A girl trained by an old friend. He was interested in her and let her join Beacon at an earlier age. Then came Ben Tennyson. A boy who claims so be a superhero from another dimension and another planet. He was a little cocky and brash, but nonetheless, according to him and his story, he's selfless and heroic. He could make a great Hunter himself. He assigned Ben to be part of team RWBY as a mentor, but Ben is also going to attend their classes. He wanted to keep a close eye on Ben and Ruby. He thought that with those two together, they could be powerful.

Then, a bell rings on his table, signaling a call.

A holographic screen pops up from his table, which is showing Glynda's face.

"Can I come in?" Glynda said. Ozpin nodded as he took a sip on his coffee.

The door opens and Glynda enters, holding a scroll on her arms and hands.

Glynda was frowning and obviously a bit angry. "First you let in a 15 year old girl and now a 17 year old boy from another dimension. I normally don't question your decisions, Professor, but this is just getting ridiculous." She said.

Ozpin smiled and turned around, facing Glynda. The blonde noticed this look and crosses her arms. "What's so funny?"

Ozpin took a sip from his mug. "Its strange, really. A device capable of giving a single person a wide variety of powers should be given to a noble warrior. Yet it ended up at the hands of young boy. Fate is strange sometimes." Ozpin said.

Glynda was still not cheering up. Ozpin seems to be ignoring her words. She replied, "I'll admit, the boy has potential. But he's still a kid. If he's truly a hero he claims to be, he should act more responsibly."

Ozpin turned around again, looking out the window.

"Right now, like all our students, he's still a child. So why not let them play the part..."

Ozpin said, leaving Glynda confused.

"...It isn't a role they'll have forever."

~O~

"I guess I really needed this..." Ben said and sighed. Team RWBBY (yes, that includes Ben now) and team JNPR are headed to their next class: History by Professor Oobleck. Or was it Doctor Oobleck? Anyway, since he was staying here, Ben thought he should at least take some classes to know more about this strange new world he's stranded in. Though part of him thinks this sucks since, well, he hates school.

Blake chuckled and replied, "Relax, Ben. I'm sure the 'Hero of the Galaxy' can handle history class, right?"

Ben frowned while Ruby and Yang chuckled. Weiss is still sore about Ben breaking Myrtenaster. Though Ben made it up to her by welding the rapier back together, she's still angry.

A few minutes later, they were all sitting and listening to Doctor Oobleck about the history of Remnant.

" _This_ is prior to the Faunus Rights Revolution, more popularly known as the Faunus War!" Oobleck said as he zooms to the front of the class.

"Humankind was quite, quite _adamant_ about centralizing Faunus population in Menagerie." He continued as he points at the said location at the map then he proceeds to zoom to the side and take a sip of his coffee. Then he suddenly appears at the desk.

Ben watched and listened, though he watched mostly. Is Oobleck really that fast? He'd give XLR8 a run for his money. No pun intended.

"Now, while this must feel like ancient history to many of you, it is imperative to remember that these are relatively recent events! Why, the repercussions of the uprising can still be seen to this day!" Oobleck continued.

"Now! Have any among you have been subjugated or discriminated because of your Faunus heritage?"

He asked. Some of the students raise their hands. Even Velvet reluctantly did the same.

Ben felt bad for them. Back at his universe, humans and aliens alike are at peace with each other. But they used to be enemies themselves. Humans and Faunus here are no different.

"Dreadful, simply dreadful! Remember, students, it is _precisely_ this kind of ignorance that breeds violence!" Oobleck responded and took a sip on his coffee. "I mean, I mean, I mean look at what happened to the White Fang! Now which one of you young scallions can tell me what many theorize to be the turning point in the third year of the War?"

Weiss raised her hand and Oobleck chose her. "The battle at Fort Castle."

Oobleck nodded and replied, "And who can tell me the advantage the Faunus had over General Lagune's forces?"

However, unseen by the professor, Cardin flicks a paper football at Jaune, causing him to wake up.

"Hey!" Jaune said and accidentally raised his hand.

Oobleck saw this and zooms in front of Jaune, surprising the latter. "Mr. Arc! Finally contributing to class! This is excellent! Excellent! What is the answer?"

Jaune, of course, did not know. But he didn't want to embarrass himself. He needed to answer...But what _is_ the answer?

"Uhhhh...The answer...The advantage of the Faunus..." He kept stuttering.

Ben, as unbelievable as it seems, knows the answer. He spent most of his time at the library alone, wanting to learn at least a little bit of this place. Apparently, the Faunus had night vision and managed to gain an advantage against Lagune.

Ben wanted to help Jaune so he waved his hands over to get his attention. Jaune looked behind Oobleck to see Ben trying to mouth the word "night vision".

"...had over the guy's stuff..." Jaune continued.

Ben then cups his eyes, trying to do charades and make Jaune guess.

Jaune failed in understanding what Ben meant.

"Uhhh...Binoculars!" He said, causing most of the class to laugh, with the exception of Team RWBY, NPR and Ben. Ben facepalmed.

Oobleck took a sip of his coffee in disappointment and replied, "Very funny, Mr. Arc. Cardin! Perhaps you would like to share your thoughts on the subject?"

Cardin scoffed. "Well, I know it's a lot easier to train an animal than a soldier."

Oobleck shook his head. Pyrrha, having had enough of this, answered back, "You're not the most open minded of individuals, are you, Cardin?"

Cardin, obviously angry, glances at Pyrrha. "You got a problem?" He said to her.

Pyrrha replied, "No. I have the answer." She turned to the doctor. "It's night vision. Many Faunus are known to have nearly perfect sight in the dark."

Cardin growls at the correct answer. This woman thinks she's so good...

~O~

A few hours have passed, Ben was a bit worried at Jaune. Hopefully Pyrrha can help him with whatever his problem is.

Currently, Ben is in their dorm, alongside his new friends, team RWBY. It's kinda weird to have a guy stay in a room for girls.

Ah well. And he doesn't have to worry about clothing. Whatever Fisttrick used on him to transport him into a different world, it was a good thing he was teleported here along with his bag of stuff, which is mostly clothes, a towel, a toothbrush and a toothpaste and his comic books.

While the girls slept on bunk beds, Ben slept on a soft and big rag with a pillow just near Ruby and Weiss' bed. It was the best they could give until the school provides him with a new bed.

Suddenly, Yang sits beside him while he's reading his comic book.

"So...Figured out how to go home yet? Not that I want you to leave. I mean, you just got here. You leaving immediately would be...uhhh..." Yang said.

Ben raised a brow. "Anticlimactic?" He said, trying to guess what Yang means.

Yang shrugged. "Maybe."

Ben sighed. "Trust me. If I had, I would've been long gone. Yet I'm still here. Besides..." He said as he puts back his comic book back in his bag. "...There has to be a reason why I'm here. Maybe I'm supposed to help you guys save the world or something. And a hero always helps those in need!" He proudly said.

Yang smiled and replied, "You sound a lot like Ruby. By the way..." Yang scooted a little closer to Ben, causing Ben's face to heat up. Seriously, she's blonde, funny and has a big pair of...gauntlets...

"Are you single?" Yang teased. Ben gulped.

"Errrr...Yeah...but not available at the moment... Hehe..." Ben replied and chuckled nervously.

"Awwww...Still..." Yang said and kissed Ben on the cheek. Ben's face turned even redder. "...You and I will have a fun semester, Benjie." She said and gave a teasing giggle as she heads back to her bed.

Ben was frozen in place and fainted on his bed.

Ruby just entered the room in her pajamas and is talking to Jaune behind her. "Have a good night, Jaune." She said and closes the door. Then she sees Ben.

"Wow! Ben's a fast sleeper!" Ruby said.

~O~

"Yes students, the forest of Forever Fall is indeed beautiful. But we are not here to sight-see. Professor Peach has asked all of you to collect samples from the trees deep inside this forest, and I'm here to make sure none of you die while doing so."

Glynda said to the students behind her as they walk down in the forest of Forever Fall, with trees bristling with red leaves.

Ben looked in awe. "We never had these back at Earth. All we had were cherry blossoms." He said, carrying team RWBBY's jars.

Yang then nudged him. "Bet you wish you wanna stay here, huh?"

Ben smirked, much to Yang's surprise. Then, surprising Yang more, Ben pulled her close by her waist. "Yeah. I think I'll love staying here." He said and winked.

Yang giggled.

 _Score!_ Yang thought.

Glynda continued instructing everyone and said, "Each of you is to gather one jar of red sap. However, this forest is full of creatures of Grimm. So be sure to stay by your teammates. We will rendezvous back here at 4o'clock. Have fun!"

While Yang and Ben smiled at each other, Jaune tries to sneak away from team CRDL but Cardin saw him and grabbed him by his back.

"Come on, buddy! Let's go!" Cardin said.

Jaune groaned.

~O~

After a few hours, teams RWBBY and NPR are gathering sap from trees. Ben is currently helping Yang with her jars.

Ben looked at his watch, but realized the Omnitrix couldn't tell time and glances back at Yang. "You done yet?" He asked.

Yang then gave him the last jar. "That's the last one." She replied.

Ben then puts the jar in a container and is about to head for the rest of the team when Yang suddenly grabbed him and pulled him close.

Ben gulped as he blushed. "Yang...uhhh...what're you...?"

Yang puts a finger in his lips and shushed him. "Let's find a place solitary. ~" She said to him and winks.

"Whoa! Okay! I'm not-!" Ben tried protesting, but Yang just laughed.

"I'm kidding. We're still young for that." She said as she gives a light punch on his shoulder, much to Ben's embarrassment. "But I'll make sure I'll be your first." She added and winked as she heads back to her team.

Ben gulped but his moment alone was interrupted by a distant roar in the forest.

Ruby got up, concerned and said, "Did you guys hear that?"

Suddenly, Russel, Dove and Sky all return but seems to be running away from something.

Russel was screaming "Ursa!" as he kept running. He accidentally bumps into Ben.

Ben got knocked down but Yamg caught him and straightened him up then grabs a running Russel by the back of his shirt. "Where?" She simply asked.

Russel, still trying to run, said, "Back there! It's got Cardin!"

Pyrrha dropped her jar in shock. "Jaune!"

Ruby, going into her leader mode, turns to her team. "Yang, Blake! You go find Professor Goodwitch!"

Yang let go of Russel and nodded and she and Blake ran to find the said professor.

Pyrrha turned to Nora and Ren. "You two go with them! There could be more."

The gunner and grenadier nodded and followed Yang and Blake.

Ruby nodded to Weiss, Pyrrha and Ben. "Let's go!"

Ben activated his watch and slammed down the dial and turned into Fasttrack. "Gotta go fast!" He said as he held Weiss and Pyrrha by their backs and zoomed away with the with the two girls, with Ruby following with the same speed, leaving behind a trail of dust and roses.

~O~

The girls and the alien arrive at the scene, seeing the Ursa Major about to claw away Cardin.

Pyrrha, worried, exclaimed. "Oh no!"

But before the Grimm could attack Cardin...something blocked it's claw. It was Jaune! Using his shield to protect Cardin.

Ben slammed the Omnitrix symbol on his chest and turns into Four Arms. But Pyrrha stopped him from going forward. "Wait." She said.

Jaune takes the shield out from the Ursa's paw and slashes at its stomach, causing it to lash out and try to crush him. He rolls out of the way and jumps over its swipe at his feet, but he is unprepared for when it launches a claw at him in midair. He lands far away, yet is immediately back on his feet and passing Cardin as he charges again. The Ursa knocks Jaune behind it when he tries for a leaping attack, and he looks at the scroll in his shield to find out that his Aura level is in the red. He grows angry again and starts to run at the Ursa as it also begins to dash towards him.

But seeing that Jaune left himself wide open, Pyrrha lifted her hand towards him and gathered a dark red energy aroun her hand. Then, Jaune's shield glowed with the same kind of energy and it lifted itself upward, protecting Jaune from the Ursa's attack. Jaune then uses this advantage as he crouches low and slices off the Ursa's head, killing it.

Four Arms turned back to Ben. "Huh?"

Ruby looked at Pyrrha in confusion. "Uhhh...what?"

Weiss, just as confused, asked, "How did you...?"

Pyrrha smiled. "Ruby has her speed, Weiss has her glyphs...My Semblance is Polarity."

Ruby looked at her in amazement. "You can control poles!"

"No, you dunce! It means she has control over magnetism!" Weiss replied.

Ben looked at Pyrrha. "Kinda like Lodestar."

Pyrrha looked at Ben in confusion. "I assume Lodestar is a transformation of yours?"

Ben nodded and answered "Yeah. Remind me to show you next time."

Pyrrha smiled and starts leaving. Weiss noticed this. "Hey! Where are you going?"

Ruby agreed. "Yeah! We gotta tell them what happened!"

Pyrrha turned back. "We could..."

Ben noticed her tone and knew what she means. "Or we could keep this a little secret." Ben continued Pyrrha's statement himself and leaves with her. Ruby and Weiss smiled at each other and followed the two.


	4. Of Savior and Stray

**So... Yeah. This is just my fourth chapter here and, honestly, I didn't think I'd get any reviews. Well... Big things start small, I guess. To my newest reviewers and fans, I do wish you'd enjoy your stay here. Honestly, the stories are kinda short but I hope they're fun. Oh and big shoutout to Ultimate10 for being an awesome author, with his god-like story, Ultimate Fairy. Go check his story out, then come back here if you wanna read more of my stuff. But seriously, Ultimate10 is the best. I'd rather have my story deleted than to live in a world where he doesn't continue his amazing story.**

 **Well, with all that said, enjoy the chapter 4.**

 **CHAPTER 4: Of Savior and Stray**

"Are you sure about this?"

"Yeah. It's totally safe. And you'll feel better afterwards."

"But will it hurt?"

"It won't. Trust me. Though after we do this, I might get exhausted."

"Really? I mean...Are you sure that this won't kill me or anything?"

"Man. This really _is_ your first time. Stop whining and let me get a hold of you."

Ben and Yang said. Then, Blake opened the door to their room and saw Yang holding Ben's cheek. Blake immediately knew what was going on.

"You're gonna unlock Ben's Aura?" The ninja girl asked, with Yang nodding in response.

(What? Were you thinking of something else, perv?)

Ben sighed. "Do you have to? I mean...I have different powers. I can handle myself."

Yang smackes his cheek lightly with the hand that's already holding on said cheek. "Think of it this way: Your alien heroes have added defense with them because of Aura. Ain't that awesome?" She said.

Ben thought. That does seem like a good idea. "Well if you put it that way, do it!".

Yang inhaled sharply and began concentrating.

"For it is in passing that we achieve immortality. Through this, we become a paragon of virtue and glory to rise above all, infinite in distance and unbound by death" She places a hand on his chest. "I release your soul, and by my shoulder protect thee." Yang chanted as she glows yellow while Ben begins glowing light green.

Ruby and Weiss come in just in time to see the ritual. After that, Yang hunched over, tired. Ben held her hand and helped her stand up straight.

"Woah, there, sun dragon. Easy." Ben said as he helps the blonde. Yang chuckled as she looks at Ben glowing with Aura.

"Am I right or am I right?" She said. Ben smiled.

Weiss sighed and rolled her eyes. "Well if you two love birds are done, we're heading to town." She said as she leaves the room.

~O~

The team arrive in downtown. There were decorations everywhere, ready for the upcoming festival. Ruby and Weiss were walking ahead with Blake behind them and Yang and Ben, holding hands, behind Blake.

Weiss raised her arms in amazement and said, "The Vytal Festival! Oh this is absolutely wonderful!"

Ruby replied. "I don't think I've ever seen you smile this much, Weiss..."

Ben agreed. "Yeah. It's kinda creepy."

Weiss turned around, walking backwards and facing the shape shifter. "How can you not smile? A festival dedicated to the cultures of the world! There will be dances, parades, a tournament! Oh, the amount of planning and organizing is absolutely breathtaking!"

Ben and Yang sweat dropped. "You lost me after you said planning." Ben said. Yang nodded.

Weiss pouted. "Quiet, you!"

The team then stop by the docks as a ship's horn goes off. "Remind me again why we're spending our Friday afternoon at the stupid docks?" Yang said.

Ruby covered her nose and nasally said, "Ugh! They smell like fish!"

Ben rolled his eyes. "Guess why, Ruby..."

Weiss ignored Ruby and Ben and answered Yang. "I've heard that students visiting from Vacuo are coming by ship today. And as a representative of Beacon, I feel as though it is my solemn duty to welcome them to this fine kingdom."

Ben didn't buy it. Not one bit. Seriously! Weiss is like Gwen and his other cousin, Sunny, combined.

"You wanna spy on them, aren't ya?" Ben said, which made Weiss mad, causing Ruby, Blake and Yang to snicker.

"You have no proof of that!" Weiss angrily responded.

Ruby then looked somewhere and made an audible "Whoa." and she headed to a direction. Blake and Weiss saw her and they followed Ruby.

Yang and Ben were left alone, looking over the docks. They were quiet at the moment, still holding each others hands.

Then, Yang broke the silence and started a conversation. "Ben...Why'd you become a hero?" She asked her new boyfriend.

Ben looked at her and shrugged. "Because it's the right thing to do."

Yang looked at him curiously. "Not because of fun? For fame? Money? Power?"

Ben shook his head and responded, "No. If I did everything I've done for those things you mentioned, then I'm not a hero. I'll admit though. It is kinda fun sometimes."

Yang chuckled.

Ben continued. "But the fun part is just the bonus. What really counts is the good I - we - do. And...well...It's fun to do good." Ben ended and smiled at his girlfriend.

Yang looked at Ben with solemn eyes and then smiled. "Forget what I said to you. You and I are more alike." She said and kissed him on his cheek. Ben blushed and kissed Yang's forehead.

Suddenly...

"Stop that Faunus!" Someone yelled at the docks.

Ben and Yang looked down and saw a monkey Faunus running away from the sailors. The two lovers were joined by the rest of their team.

The monkey Faunus then started running away from a couple of detectives. The Faunus then runs upstairs and runs past the team.

But, as if in slow motion, the monkey boy glanced a little at Blake and winked at her and, as if the slo mo part was over, the monkey boy ran away, the two detectives following him.

"Pffft. I got this. Time for XLR8!" Ben yelled and slammed down the dial.

But instead of the alien he needed he turned into...

"Ditto!" He yelled but realized that he wasn't the alien he wanted. "Oh come on!"

Ruby, Weiss and Yang all looked at Ditto in confusion while Blake was still confused at the monkey Faunus.

All of a sudden, Ruby hugged Ditto real tight. "Ben! You're so cuuuuute!" She said, holding Ditto like he was a plush toy.

Ditto struggled from Ruby's tight hug. What's worse, his face is in contact with Ruby's breast. It may not be as big as Yang's, but Ben can still feel it.

"Ruby! Please! I'm not a toy!" Ditto said. Then, Ditto created a duplicate of him and said clone of him took his place in Ruby's arms.

Ditto #2, the one being hugged got furious of the original Ditto. "Hey! You can't just ditch me!" Ditto #2 yelled, still hugged by the red sniper.

Ditto Prime wiped his forehead, as if it had sweat. "Whew. Can we please g-" Ditto Prime attempted to say but then Weiss held him up in the air like a baby.

Weiss had a beaming smile on her face. "Aren't you just the cutest wittle thwing!~" Weiss said to the Ditto in her hands. "You are officially forgiven for the embarrassment you did to me!" She added as she hugged Ditto Prime, much to the latter's dismay.

Yang's eyes were suddenly red in fury. "Will you two let go of my boyfriend?!"

Blake suddenly ran and went after the monkey Faunus. Weiss saw this and remembered. She then dropped her Ditto and followed Blake. Ruby did the same and followed Weiss.

Both Dittos groaned. "Glad that's over." Ditto #2 said. Then Yang grabbed the two Dittos as she followed the rest of her team, carrying the alien clones.

As they turn to a corner, Weiss bumps into something and she falls down.

Weiss looked up and sees the Faunus jumping on a roof and escapes, the detectives following him by going through an alley.

"He's getting away!" Weiss exclaimed.

Ditto and Ditto #2 look at each other and got of off Yang's grasp and chases after the Faunus.

"I got it!" Ditto Prime said.

"No, I got it!" Ditto #2 argued.

"Fine fine! **We** got it!" Ditto Prime said as the clones go to the same alley the detectives took.

~O~

The two Dittos finally got out the alley but saw no one. They've lost track of the Faunus.

Ditto #2 groaned and pointed at his clone. "I thought you got this?!"

Ditto Prime yelled back at his clone. "I thought _you_ got this?!"

Ditto #2 groaned again. "Fine fine. It's both our fault. Let's just split up and find him." He said.

Ditto Prime nodded and he made 4 more clones of him and the 6 alien clones all ran in different directions.

~O~

An hour passed, and Ben failed at finding the Faunus. Tired, he just went back to their dorm, but as soon as he opened the door...

"You want to know why I despise the White Fang?! It's because they're a bunch of liars, thieves and murderers!" Weiss yelled at Blake as Ruby and Yang observed, worried.

Ben looked at his team.

 _What did I walk into?_

Ben thought, worried about everyone in the room.

" **Well maybe we were just tired of being pushed around!** " Blake yelled at Weiss.

Silence... Nothing but silence filled the room after what Blake said.

Weiss took a few steps back slowly away from Blake. Yang's eyes were wide open, Ruby stared in shock and Ben let go off the door knob.

 _Blake...You're..._

Blake suddenly ran away and exited the room.

"Blake, wait!" Ben yelled. Ruby was staring at the door, Yang sat down and Weiss just looked down.


	5. Red, White, Black, Brown, Yellow

RWBY (Ruby, Weiss, Ben and Yang) spent the next day looking for Blake. Blake suddenly reveals her secret but runs away, not even wanting to talk about it.

"Blaaaaaake!" Ruby yelled.

Yang did the same. "Blaaaaaaaaake!"

Ben joined. "Blake! Where are you?"

Ruby then turned to Weiss. "Weiss! You're not helping!" She said.

Weiss scoffed and responded, "Oh! You know what might help? The police!"

Ruby crossed her arms, unimpressed. "Weiss..."

"It was just an idea!" Weiss said.

Ben rolled his eyes. "Yeah. A bad one."

Yang then replied to Weiss. "Weiss, I think we need to hear her side of the story first."

Weiss mocked. "I think when we hear it, you'll all realize _I_ was right!"

Ben got irritated and slammed the Omnitrix dial down. He then transformed into a blue, moth-like creature, named Big Chill.

The girls' were all startled at Ben's action. Then, Big Chill grabbed Weiss' wrist and flew away, taking the Ice Queen with him. Said queen is yelling until Big Chill turned invisible. And since he's holding Weiss, she turns invisible with him.

Ruby and Yang stared. "Ummm...Sis?" Ruby asked.

Yang is just as confused. "I think Ben's angry."

"And I think Yang's hair is beautiful today!"

The sisters yelped and jumped at the sudden voice.

"Penny! What're you doing here?!"

~O~

"Put me down!" Weiss yelled. Big Chill obliged and dropped her gently on a roof. Big Chill landed with her and turned back to human.

Weiss dusted herself and looked at Ben angrily. "What was that for?!"

Ben sighed and pinched the bridge of his nose. "Weiss...I know exactly how you feel..."

Okay. Weiss did not expect that. "You do?" She asked curiously.

Ben nodded. "I've been in a similar situation. My best friend back home, Kevin, he and I used to be great enemies."

Weiss listened intently.

Ben continued. "Now, we're like brothers. But there was one time...He lost control of himself. He couldn't control his actions because of his powers, causing him to go insane."

Weiss looked down and asked, "What did you do?"

Ben sighed. "I'll be honest. I wanted to kill him."

Weiss looked at Ben in shock. "But why?! You know that he's not responsible for his actions! Why didn't you...?"

Ben interrupted Weiss. "Save him? Yeah. Back then, I thought it was too late to save him. I started to think that he's liking what he was doing. That he likes hurting people. That he wanted unlimited power." Ben said and continued. "But my cousin, Gwen, showed me...she showed me that I should do what I have been doing since I've gained the Omnitrix."

Weiss felt teary eyed and asked, "What?"

Ben answered. "To protect the innocent. To save people and to kick evil's butt." He smiled at Weiss. "Kevin was innocent. The only evil that was existent at that time was the monster that tries to take over his body. His soul. And he's my best friend. I had to save him. If I killed him, then I'm no better than the monster that tried to control him."

Weiss looked down in shame. Ben put a reassuring hand on her shoulder.

"Weiss, just like Kevin, Blake is not responsible for her actions. The White Fang may have forced her to do such acts." Ben said to his teammate. Weiss looked at Ben again.

Ben continued. "You have to listen to her side of the story first. We can't just jump to conclusions. Don't make the same mistake I almost did."

Weiss looked at Ben. This boy. He may not be the best teammate, not the best mentor, but...he can be... a true friend. He'd save someone even if it was his enemy.

Weiss smiled at Ben and wiped away little tears from her eyes.

"Let's go. You've embarrassed me enough." Weiss said and tries her best at a chuckle.

Ben smiled back and nodded.

~O~

Ben and Weiss returned to where they left Yang and Ruby, but they weren't there anymore. Ben volunteered to look for Blake while Weiss agreed and looked for the sisters.

Ben is walking around town. The fatigue finally kicked in him and decided to rest. He sat in front of a building near the docks. It was getting dark. Maybe they should just look for Blake tomorrow.

His train of thought was interrupted when a Bullhead started descending and landing at the docks.

Curiosity got the better of him and he went down the docks and hid behind a crate. He tried to peek but someone bumped into him. He and the person fell down. Ben groaned and looked at the person.

Much to his surprise, it was...

"Blake!" Ben nearly shouted but Blake covered his mouth.

"If I promise to explain everything later, will you help me?" Blake said.

Ben, since his mouth is covered, just nodded and Blake released her hand on Ben's mouth. "So...what're we up against?" He asked.

The two of them stood up and took a peek from behind the crate.

"Them." Blake said, gesturing to the men coming out of the Bullhead, wearing black and white uniforms with an animal symbol at the back.

Ben recognized the symbol. "White Fang." He said with a hint of anger.

Blake nodded. "I'll go in and try to reason with them. I used to be one of them after all."

"And if it doesn't work?" Ben asked.

Blake closed her eyes. "Then that's your cue." She said and ran off to a different crate.

Ben, more determined than before, hid back at the crate and activated the Omnitrix. He spun the touchscreen and chose an alien form. After finding what he needed...

"It's hero time!" He yelled and slammed down the dial.

~O~

An oranged haired man wearing a white suit was giving orders to the White Fang soldiers. And he doesn't seem happy. This man is known as Roman Torchwick.

"No you idiots! This isn't a leash." He yelled at a guy. Suddenly, Blake managed to sneak up behind him and puts her blade near Roman's throat.

"What the...? Oh, for fu-" Roman nearly cursed but was interrupted by Blake.

"Nobody move!" The ninja Faunus girl said. The soldiers all form around the girl and her hostage.

Blake, seeing this as an opportunity, took off her bow using her free hand, revealing her cat ears.

"Brothers of the White Fang! Why are you aiding this scum?" She protested.

But to her surprise, Roman chuckled. "Didn't you get the memo? The White Fang and I are going on a joint business venture together."

Blake was surprised but regained her composure and said, "Tell me what it is or I'll put an end to your little operation!"

Suddenly, the wind picks up and the two looked upward to see another Bullhead.

"I wouldn't exactly call it a 'little operation'..." Roman mocked.

Blake was confused. Where did a crook get all of this?

Roman smiled and fired his cane gun at the ground.

~O~

Somewhere, Ruby and Penny are walking down the sidewalk but then looked back after hearing an explosion.

Ruby got worried.

"Oh no."

~O~

Blake got up after getting hit by the explosion.

Roman fired at Blake again. Blake was about to run but a figure jumped down in front of her and took the hit for her.

Roman, seeing the explosion, sneered. "Bullseye." He said.

But to everyone's surprise, after the smoke clears, standing between Blake and Roman was a being made of magma and rocks.

Heatblast smirked. "Didn't your mama ever tell you not to play with fire?" He said at Roman.

Roman is dumfounded but recovers from his shock. "What the hell are you?"

Blake stood up and unsheathed her swords. "Ben?"

Heatblast, still looking at Roman, responded, "Yeah. It's me. And as for what I am..." he was now talking to Roman. "I'm a hottie. Isn't that obvious?"

Roman growled and is about to fire again but a banana peel landed on his face. He took it off and looked up and was stomped on his face. It was the monkey Faunus. The monkey boy used Roman to recoil and back flip towards Ben and Blake.

"Leave them alone!" the monkey boy said.

Heatblast looked at him in confusion. "Him?"

Blake nodded and went in between Ben and monkey boy.

"All you need to know is he's on our side." Blake explained.

"Name's Sun. Nice to meet ya, hot head." The monkey boy said to Heatblast.

Heatblast smirked. "Right now, they call me Heatblast. So...I'll handle ginger man's goons. Think you can take him on?"

Blake and Sun both nodded. "Gladly." Both Faunus said.

Sun brought out his weapon, which looks like a red and gold bo staff, and charged at Roman head on. Blake followed his lead.

Heatblast turned around and saw a few soldiers surrounding him. Then, a Bullhead above him started dropping off more goons. Heatblast is now surrounded by White Fang members, left and right. He smirked.

"Let's heat things up!" Heatblast taunted and enters a fighting stance, making a "bring it on" gesture with his hand.

5 soldiers charged at him with swords. Ben wanted to hold back, not wanting to fatally burn these guys. He kicked the face of the first one that came at him. He followed up an uppercut at the next guy. The third guys was coming from behind and Heatblast did a spinning kick to knock out his 3rd assailant. The next were two more dudes. Heatblast punched the forth one and flip kicked the 5th.

10 more charged at him from all sides. Heatblast then channeled fire on the ground below him and brought out a huge chunk of rock being propelled by flames. Heatblast then rode the flaming rock like a surf board and flew up in the air.

The WF swordsmen all looked at the flying fire alien. Heatblast then blasted at the ground beneat them using an explosive fireball. The explosion knocked away the swordsmen, prompting the gunners to shoot at Heatblast.

Heatblast managed to dodge the shots swiftly using his flaming rock surf board. He then unleashed a barrage of fireballs at the shooting soldiers and knocked out most of them. Then, the alien look behind him and sees a Bullhead heading at him. Heatblast then flew towards the ship and just before he could make contact, he jumped off the flaming rock and said rock collided with the Bullhead, destroying it the process.

As soon as Heatblast touched the ground, he turned back to human form. He looked back at his friends and saw Blake and Sun seemingly defeating Roman. However, Roman fired at a crane holding a crate and the crane dropped the metal crate. The two Faunus would've been crushed had they not dodged. However, Sun dived forward and ended up in front of Roman. Said criminal is now pointing his cane gun at Sun.

"Not on my watch!" Ben yelled and slammed down the Omnitrix dial. After a bright flash of green light, in Ben's place is blue monkey with four arms.

"Spidermonkey!" Ben yelled. He aimed his tail at Sun and shot a string of web.

Roman aimed his cane at Sun again. "You're not the brightest banana in the bunch, are ya, kid?" The criminal mocked.

Sun barely had time to react when a string of web attached to his chest. "What the...?" Sun said.

Spidermonkey then pulled the web to pull Sun just as Roman fired.

Sun ended up beside the anthropomorphic monkey. "You have a monkey form?" Sun asked. "Alright! It's official! You're awesome!"

Spidermonkey then smirked. "Am I right or am I right?"

The monkey Faunus and the monkey alien then did a fist bump with each other.

Roman suddenly chuckled and walked toward the two. "Awwww...Friendship between a bunch of freaks. It's so cute, I'm gonna puke!" He said.

Spidermonkey made a bunch of monkey noises and said, "Monkey see, monkey do!" He then fired another shot of web, this time at Roman's mouth, sealing it shut. "Monkey make a fool out of you! Hoo hoo hah!"

Roman struggled to get the sticky white substance (ooookay...that was awkward...) called web out of his mouth. He then fired at Sun and Spidermonkey again, the two dodging the blast. Taking advantage of the explosion as a distraction, Roman ripped off the webbing off his mouth and went to the nearest Bullhead. As he enters, he pulled down the door using his cane.

"These kids just keep getting weirder." Roman said. His Bullhead then began taking off and finally left the scene.

Spidermonkey turned back to Ben as he, Sun and a returning Blake all watched their enemy leave.

Sun looked at Ben. "Can't you, like, chase him down or anything?"

Ben lifted his hand to reveal the Omnitrix. "This thing's recharging. I can't use it for now. So yeah..." Ben replied and looked at the sky where Roman left.

"...I can't chase him right now."

~O~

Blake, Sun and Ben all sat on a bunch of wooden boxes with cops around the docks, investigating what happened.

Then, Ruby, Weiss and Yang all arrive at the scene. Blake immediately went up to Weiss. "Weiss, I want you to know that I'm no longer associated with the White Fang. Back when I was with the-"

"Stop!" Weiss interrupted her. "Do you have any idea how long we've been searching for you?" She asked. "Twelve hours! That means I had twelve hours to think about this. And within that twelve hours I've decided..."

Ruby, Yang and Sun looked worried. But then Weiss looked at Ben, the latter gave the heiress a smile.

"I have decided that...It was never your fault." Weiss said to Blake, surprising her.

"R-Really?" Blake said, stuttering.

"Blake...I was wrong to judge you. Besides, you're just a victim like me. I don't want to make a decision I might regret later." Weiss answered. "But next time something this big comes up, you come to your teammates. And not some..." She looks at Sun. ".. Someone else."

Blake, feeling better, wiped away her tears. "Okay."

Ruby and Ben looked at each other and both yelled. "Yeah! Team RWBBY is back, baby!"

~O~

Roman began walking towards a building. Another failed plan. And foiled by a bunch of kids, too.

Once he's in, he places a briefcase on a table until he hears a female voice talking to him.

"How very disappointing, Roman."

Roman sighed. "Hey! It was your idea to work with those stupid mutts from rhe White Fang, anyway!" He yelled back.

The woman stepped away and so did the man and girl behind her, as if they were making way for someone to walk in.

Suddenly, a man's voice called. "And you'll continue to do so."

Roman took a few steps back as the new figure steps forward. He wore a black gothic suit and a helmet to cover his hideous face.

This man is known... as Darkstar. An old enemy of Ben Tennyson.

The other three then formed a horizontal line behind Darkstar.

One was a woman in red with infernal-like gold eyes. The other lady is a dark skinned woman with green hair and red eyes. Lastly was a man that wore an all gray outfit.

These three were known as Cinder Fall, Mercury Black and Emerald Sustrai.

"What if I don't want to anymore?" Roman complained.

Darkstar, though not visible because of his helmet, is smiling. He then aimed his hand and blasted dark energy at Roman.

Roman screamed in pain as he felt the blast Darkstar is using to suck away his life force and Aura. He kneeled down in pain and clutched his sides.

Darkstar stopped his attack. "You should know more than to disrespect your superiors, Torchwick. Besides..."

Cinder then stepped forward. "We have big plans for you, Roman. All we is..."

"A little cooperation." Both Darkstar and Cinder said.


	6. Best Day Ever Of All Time

**Hi guys. Call me Jade, btw. So I didn't think I'd have this many readers. Thank you guys. I do hope I'm keeping you all entertained. Now to answer some of your questions.**

 **Why is Darkstar here? 'Cause I have a big story that happens between Volume 2 and the upcoming Volume 3 of RWBY. It's a big one! And the explanation why he's here, I can't reveal yet. Just deal with it for now.**

 **Will I use Alien X? Yes. That is all. No spoilers.**

 **Will Upgrade fuse with his teammates' weapons? No. Sorry. But he will fuse with "a weapon" some time. Clue: It will make "someone" look OP.**

 **Oh and I got a question: Should I have Ben and Yang separate? Or should it stay that way?**

 **And should I have Neo also have an interest in Ben, just to piss Yang off more?**

 **Looking forward to your answers. Now onto the story!**

* * *

 **VOLUME 2 - CHAPTER 1: Best Day Ever. Of All Time.**

Snore. Snore. More snoring.

Ben is sleeping on one of the beds. Ever since Ben and Yang became a couple, they began sleeping beside each other. But right now, Ben's alone in the room. Or so he thinks.

Ruby snuck up to him and blows a coach whistle, which was so loud, Ben woke up and fell off the bed.

Ruby giggled. "Wake up, Benjamin! It's morning!" She said to her new best friend, much to his dismay.

Ben rubbed his forehead and said, "Ugh...Can't a guy sleep for five more minutes?"

"Nope." Ruby replied. "Our team is eating breakfast now. So...I need you to help me with some stuff."

She took out what appears to be a folder. Empty.

"I'm going to put in some pages and you'll make a book for me." Little Red Riding Hood said.

Ben sighed. "Fine. Hang on." He said and activated the Omnitrix and slammed it down.

After a flash of light, Ben turned into a tiny devil with an aviator outfit.

"Jury Rigg!" the transformed teen yelled.

Ruby felt skeptical about Ben's current form. She hasn't seen this one, so she doesn't really know what it does. Ever since Ben joined, team RWBBY has been training to work together as a team and come up with crazy combos. Ruby remembered like it was just yesterday.

2 weeks ago...

"Ice Flower!" Ruby yelled. Weiss immediately created a line of glyphs in front of Ruby's rifle. Ruby fired and her bullets were covered with light and as soon as it hits the practice dummy, it exploded and covered said dummy with ice.

Ruby raised her fist in the air. "Alright! We did it!"

There were in some kind of abandoned gym found by Ben and Ruby when they were looking for something fun to do. Right now, Ruby and Weiss are practicing their combo while Blake is reading her "Ninjas of Love" book and Yang is drinking a smoothie, watching the two. Ben was...sleeping and drooling on a table. Bored.

"Is Ben okay?" Blake said, not turning away from her book.

Yang just shrugged. "He's probably just got bored while we were practicing our combos."

Ruby folded back Crescent Rose while Weiss sheathed Myrtenaster, the two girls heading over to the table where Yang, Blake and Ben are.

Ruby sat down and looked at Ben, saying, "Come to think of it, Ben's part of the team but we haven't thought of a combo for him."

Yang nudged Ben to wake him up, which succeeded.

Ben woke up and rubbed his head. "Ugh...I'm awake. I'm awake."

Ruby pointed at Ben. "Benjamin Kirby Tennyson! You're about to enter a few phases of training with the best team in Beacon! Do you accept?"

Ben sweat dropped. "Uhhh...I guess...?"

Ruby beamed and replied, "Excellent! Sister. Why don't you two start?"

"Alright. We're gonna have fun, babe." Yang said as she stood up and headed for the training spot.

Ben shrugged and followed her, Ruby trailing behind him.

Ruby crossed her arms and said, "Alright. Let's see...Turn into something, Ben."

Ben activated the Omnitrix and did not even select an alien form. He slammed down the dial and hoped for the best.

After a brief flash of light, in Ben's place was Heatblast.

"Oooh. You look hotter than usual, babe." Yang chuckled at her own pun. Heatblast also chuckled, admitting it was funny.

Ruby held her temples as she tries to come up with a combo name.

"Hotties? No...Too obvious. Ummm...Flame Brain. No.. Kinda insulting... Ugh...I got it! Fire Fighters!" Ruby yelled.

Heatblast and Yang looked at each other and smirked. Yang shot a few shotgun shells from her gauntlets at a test dummy while Heatblast fired a few fireballs at the same dummy, creating a huge explosion from their combined attacks. The brawler and the Pyronite high fived each other.

"Niiiiice! My turn!" Ruby said. Yang slapped Heatblast's butt as she returns to her seat. Said alien yelped a little. Ruby then took her place beside Ben. "Now switch forms!"

Heatblast did not think twice and slapped the Omnitrix symbol on his chest and he transformed into Fasttrack.

"I knew you'd pick that Ben! Good thing I'm prepared! I call our combo 'Speedy Quick'!" Ruby yelled.

Fasttrack chuckled. It's gonna be a long day.

~O~

Present day...

"Whatcha doin'?" Yang asked Blake, who was reading her notes.

Blake immediately closed her notebook thinking Yang might see something...inappropriate.

"Nothing. Just going over notes from last semester."

A grape suddenly flies over to Yang and said brawler catches the fruit with her mouth. "Lame." Yang said to Blake as she chews and gives Nora a thumbs up, who threw the grape and was on another table.

Suddenly, Ruby, with Jury Rigg on top of her head, arrives and slams the table with a huge binder. Written on the cover is "Best Day Ever Activities". Below the title is a excellently drawn faces of Ruby, Weiss, Blake, Yang and Jury Rigg. Said alien was responsible for the drawing and the binder itself while Ruby was the one who wrote the title and pages.

Ruby clears her throat and Jury Rigg got off her head, laughing maniacally and heads for the table of team JNPR.

" Friends! Sisters! Weiss..." Ruby said, causing the heiress to say "Hey!"

"Four scores and seven minutes ago, I had a dream..." Ruby continued.

Meanwhile, Jury Rigg jumped up on the table and looks at Jaune who was working on his broken scroll.

Jaune talked but not looking away from his scroll. "Hi Ben. Got anything to fix this?"

Jury Rigg laughed maniacally as he took the scroll away from the boy's hands and, with ludicrous speed, he begins fixing the scroll. "FIX FIX FIX! DA-HAHAHAHAHA!" the little imp alien said. In only a few seconds, Jury Rigg fixed the scroll and tossed it back to Jaune, surprising the said boy and Pyrrha.

"Interesting. A form that can fix objects in a blink of an eye." Pyrrha commented.

Jaune nodded as he checks his scroll. "Yeah. He must be really smart."

Jury Rigg laughed again. "Smart and stubborn!" He replied.

Suddenly, Nora threw an apple at Yang and said, "Boooooo!"

Jury Rigg saw this action. But because he's Jury Rigg and not Ben, instead of getting angry at Nora...

He picked up a plate of pie. And threw it at Weiss' face.

Team RWBY, especially Weiss, were flabbergasted at what their teammate did. Team JNPR, even Nora, were also shocked. Nora accusingly pointed at Jury Rigg, who was rolling on the floor, laughing.

~O~

Sun and his buddy, Neptune, are walking down outside the cafeteria, both about to enter.

"You're gonna be cool, right?" Sun asked the blue haired teen.

"Dude. I'm always cool." Neptune said, his teeth seem to gleam.

"Good point." Sun replied.

As both enter, Sun was smiling while Neptune got worried. And there's a reason why he is.

Food Fight.

"Ahahahaha!" Nora laughed evily, Jury Rigg on her shoulder, holding a small flag with Nora's emblem on it. The two, along with the rest of team JNPR, are on a fort made up of stacked up tables.

"I'm queen of the castle! I'm queen of the castle! " Nora sang. After she finished, Jury Rigg jumped off her and stabbed the small flag on a table below Nora and Jury Rigg laughed maniacally.

Ruby, along with her team, are on the opposite side of the cafeteria.

Ruby pointed at the opposing team and her teammate-slash-enemy in this food fight.

"Justice will be swift! Justice will be painful!" She said as she crushes a milk carton in her hand. "It will be delicious!"

Team RWBY all raise their fist in the air and all say, "Yeah!"

Nora, as she jumps down, yelled, "Off with their heads!"

Jury Rigg slapped the Omnitrix symbol and turned into Ditto and immediately created 2 clones of himself. Nora threw some watermelons. Jaune jumped forward and threw a watermelon too. Ren did the same and so did Pyrrha and the three Dittos.

"Yang! Turkey!" Ruby yelled.

Yang then picks up two turkeys from the ground and uses them like gloves to punch through the barrage of watermelons; upon completion, Blake Belladonna then leaps in front of Yang and picks up two baguettes. Yang then throws her turkeys at Pyrrha Nikos, who dodges out of the way and grabs a single baguette, leaving Jaune Arc to take the blows.

Pyrrha and Blake duel in a one-on-one fight and so did Yang and Ben. Despite Blake's attempt to disorient Pyrrha with her shadows, Pyrrha knocks her back. Meanwhile, Yang attempts to throw a tray of pie, which hits two of Ditto Prime's clones but Ditto Prime himself dodged the attack. Yang attempts to punch him but he quickly turns into Gool, allowing Yang's fist to get stuck in his polymorphic slime body. "Ewww!" Yang yelled but Goop wrapped himself around Yang and threw her in the air. Pyrrha then throws a baguette at Yang, knocking her down as well.

Ruby uses a food tray to slide towards Pyrrha across the table and hits a baguette back at her with the same tray; Pyrrha manages to dodge the shot, but is unable to stop Ruby from knocking her backwards with the same food tray. Lie Ren and Nora then charge at Ruby, but Weiss intercepts them and uses ketchup to cause Ren to slip and crash with a group tables which are launched because of the impact.

Nora jumps through these tables to grab a metal pole and attach a watermelon to it. She attacks Weiss but hits Ruby instead, who manages to stand between them to protect her partner from the assault; however, the force of this impact knocks her down. Weiss grabs a swordfish and engages Nora in a one-on-one, but ends up being defeated after Nora throws her against a pillar, knocking her down, and causing the pillar to break. Before the pieces crush Weiss, Ruby jumps in and saves her partner but shouts "NOOOOOO!" rather dramatically at her partner's apparent demise.

Yang grabs two more turkeys and duels Ren, who wields a pair of leeks. Ren is overwhelmed by Yang's reflexes and takes a lot of hits before being sent a few meters into the air by an uppercut. He recovers from the strikes and throws his leeks at Yang, but she manages to dodge them and proceeds to finish Ren by jumping high enough to punch him toward the floor, knocking him out. Nora intervenes immediately afterwards and sends Yang flying through the roof with her hammer but destroys the weapon in the process.

Blake gets back up to dodge the debris of the roof and grabs a link of sausages. She whips it at a disarmed Nora, throwing her against two soda machines. These leak some soda cans that Nora throws at Blake, who manages to dodge them all. Pyrrha then uses her Semblance of polarity on the puddle of soda, causing all the soda cans on it to rise after Blake, barraging her with soda.

Ruby, the last remaining member of RWBY, then uses her Semblance of speed to dash through the food court, causing everything to follow her through the tailwind caused by her overwhelming speed. She spins like a torpedo, creating a hurricane of food that come backs at JNPR, knocking all four members out into the air. However, Ben, who just returned into his human form, is also the last one in team JNPR's side. Attempting to counter Ruby's move, Ben had a huge smirk in his face.

"Time for Gravattack!" Ben yelled and slammed his Omnitrix down, transforming him into...the alien he doesn't want.

"Grey Matter- Wait what?!" Ben, now transformed, said. "Oh man." He continued as the incoming tornado finally catches him inside, incapacitating him along with team JNPR.


	7. Divide then Conquer

**Guess who's back. Back again. Hi, RWBY and Ben 10 Fans! It's a-me, Jade! So I wasn't able to post for the past few days cause I had to go from my country to Texas. If you're wondering why, I'm headed to SGC. I'm a fan of Death Battle. What can I say? But to those who've seen the upcoming Death Battle, well...I hate it. The graphics look cool but...seriously? A rematch? What a waste of resources. It could've been Dante vs Bayonetta or Alex Mercer vs Cole MacGrath. But nooooo. They had to give in to the fanboy hate. Don't get me wrong, I love Goku and I really want him to kick Supes ass but...not like this.**

 **But enough rant. So you guys remember that Yang unlocked Ben's Aura right? I'm giving him a Semblance. And you'll find out here in this chapter. Thank you for those who keep supporting and reading this story. Honestly, I think it's conry and lame but thank you for reading this "corny and lame" story of mine. Hehe. Oh and be sure to check out Ultimate 10's story, Ultimate Fairy. It's a good story and if you like Fairy Taile and Ben 10, go read it. Love the guy.**

 **With that said, let's get to reading.**

* * *

"All in favor of becoming the youngest Hunter and Huntresses to single-handedly taking down a corrupt organization conspiring against the Kingdom of Vale... say aye." Ruby said.

Inside team RWBBY's dorm was the entire team. After the food fight, introduction of Neptune, Sun's best friend, and a little game of Remnant: the game, they discussed about Roman and the White Fang and how they'll put a stop to them.

Yang pumps her fist enthusiastically and responded, "Yes! I love it when you're feisty!"

"Well, I suppose it could be fun." Weiss added.

Ben shrugged. "I've been doing that since I was ten years old."

"Nobody said aye..." Ruby said.

Blake nodded. "Alright then. We'll do this together.

"Let's hatch a plan." Ruby added.

~O~

Team RWBBY all wore different outfits. Ruby wore a brown attire and changed her hooded cape to more of a scarf with a cape. Weiss wore a white uniform-like outfit that suited her well. Blake wore a white jacket and had a bunch of black straps on her wrists. Yang wore a brown vest with a few accessories. Ben wore a black jacket with star like glitters around him, making him look like he's wearing an Alien X jacket.

Blake tightened the ribbons on her wrist. "I thought that class would never end."

"Alright, guys! Todays the day! The investigation begins!" Ruby said.

She hops off from her bed, nearly hitting Weiss.

Weiss sighed and said. "I'm so glad we're taking this seriously."

"Hey! We have a plan! That's…" Yang said and trailed off, trying to come up with the right words.

Ben smirked. "Completely serious?"

Yang snickered. "I was gonna say moderately but that works too."

Ruby nodded and said, "Everyone remember their roles?"

Weiss stood up and responded. "You and I will head to the CCT and check the Schnee records for any other Dust robberies or inconsistencies. Seeing as I am in the family, it shouldn't be a problem."

Blake stood up next. "The White Fang has regular faction meetings to hand out orders and recruit new members. If I can get in, I can hopefully find out what they're planning."

Yang and Ben stood up next the former saying, "I have an old friend at the shady side of town that typically knows everything."

Ben nodded as he crossed his arms. "With a little bit of 'convincing', getting info out of him should be easy."

Ruby fist pumped. "Great. We'll meet up tonight near Yang and Ben to go over what we found. Let's do this!"

"Yeah!"

Sun yelled...Wait...Sun?!

Team RWBBY were taken aback by Sun, who was hanging upside down on a tree using his tail.

Ben and Blake both yelled. "Sun?!"

~O~

Well, the team was surprised when Sun, who also brought (or dragged) Neptune, decided to join the hunt. Weiss wanted Ruby to join Yang and Ben since, according to her, "Yang's her sister and Ben's her best friend" and that Neptune should just go with Weiss. But Ruby, being herself, just laughed and dragged Weiss away along with Neptune. Poor Weiss just wanted to be alone with Neptune. Blake then was joined by Sun and Yang and Ben still remained as a duo.

Yang is approaching a club using her motorcycle, Bumblebee.

However, Bumblebee looks different. It still looks like a motorcycle but it's wheels are horizontal, seemingly used as a hovering system. It also has two rocket boosters at the back. All in all, it looks like a hovercraft crossed with a motorcycle. It's color is black and green.

Yang parked in front of the club. As Yang got off the bike, a black, liquid like being oozed off Bumblebee. The being then formed itself into a humanoid alien. This was Ben, who calls himself Upgrade.

Upgrade looked at his girlfriend. "Where exactly are we?"

Yang smirked. "My friend's in there. But I want you to do me a favor."

If Upgrade had an eyebrow, he could have raised it in confusion.

~O~

It was just another normal day at Junior's club. Goons cleaning, DJ playing music, and Junior being Junior.

Suddenly, two of his goons enter, seemingly terrified and running away from something. Both kept yelling, "She's back!" while closing the doors.

Junior got a bit irritated. For all he knows, those two are trying to close out customers. "What are you two idiots doing?!" He yelled.

The two tried responding but the result was an explosion the opened the door.

Everyone in the club took defensive actions. The goons all went to the door.

Then, Yang started coming in to greet the club members.

"Guess who's back?" Yang said nonchalantly. She's pretty confident. Besides, if she beat them before, she can do it again.

All the goons brought out their guns and all aimed at Yang's face. Yang then smirked. She could just beat them up again, but she has something else in mind. She claps her hands, giving Ben the signal to move.

Suddenly, a bunch of bat shaped objects all attached to the foreheads of at least four to five ofthe goons. The rest all backed away from their comrades.

Then, a vampire like alien came down from the ceiling.

Whampire landed beside Yang. "Alright! Nobody move!" The alien said.

Junior growled, though he was shocked at first, mainly because some sort of monster was suddenly beside Blondie and is apparently helping her.

Suddenly, the five goons who had those bat things attached to their foreheads turned around and aimed their guns at their comrades.

Junior was confused. "What are you idiots doing? Don't aim at them, aim at Blondie and Freak show over there!"

"But Junior, we're not doing it! Our bodies are..." Goon #1 said.

"...Moving by themselves!" Goon #2 continued.

Whampire and Yang smirked. "That would be my boyfriend's doing." Yang replied.

Whampire then continued, "If you don't want your men shooting each other, tell them to stand down."

Junior sighed. "Alright. Nobody shoot." He said as he fixes his tie and walks up to Yang.

Whampire then commanded his minions, or rather their bodies, to drop their weapons and make way for Junior.

"Blondie! What are you doing here?" Junior asked as if nothing happened.

Yang frowned. "Only he gets to call me Blondie..." She said pointing at Whampire who turned back to Ben, surprising everyone.

Junior raised a brow. "Who and what is he?"

Yang smirked. "He is Ben Tennyson and he is my boyfriend." She said and dragged Junior to the bar.

Ben sighed in content. "That's my girl." He said as he followed the two.

~O~

"I don't know."

"How can you not know?!"

It's been a few minutes and Yang, Ben and Junior have not finished talking.

"I never talked to him. I never even seen him since the night you first came in here." Junior responded.

Ben leaned in close. "You sure?"

Junior looked at Ben with a slightly annoyed expression. "Of course I'm sure! He payed up front, I lend him my men and none of them ever came back!"

Ben sighed. Yang, however, was not satisfied.

"Tell the truth, Junior! Or you'll regret knowing what I'll do if I don't get what I want!" She said angrily.

"I already told you! Torchwick hired my men and I guess he wasn't happy about them." Junior said. "Which is something I can relate to!" He yelled at his men.

Yang sighed. "Let's go, Ben." She said as she heads for the exit, Ben following behind her.

Ben asked her girlfriend, "We got what we need?"

Yang shook her head. "We got what we can."

~O~

Ben and Yang finally exited the building. Yang began putting on her helmet.

She suddenly smirked as he looked at Ben. "So how did it feel?"

Ben was choosing an alien form when he heard Yang ask so he stopped and looked at her. "Feel what?"

Yang smirked more. "Me riding you." She said as she winked.

Ben blushed as he remembered that Yang was technically riding him when he merged with her motorcycle as Upgrade.

"Ummm..." Ben stammered but Yang's scroll began ringing.

Yang took out her scroll.

"Everyone! If you can hear me, we need-"

"HEEEEEEEELP!"

Ben and Yang got surprised. "Blake? Sun?" Yang said.

"Big robot! It's big! Really big!" Sun yelled through the scroll.

"Ruby would love to see that." Ben said.

"Shhhh!" Yang said as they kept listening.

"That Torchwick guy's in it! But it's not like it ate him! He's like, controlling it or something!" The monkey Faunus continued.

"Where are you guys?" Yang asked.

Suddenly, Yang and Ben heard screaming and giant, robotic footsteps behind them.

They turned around and saw Blake and Sun running away from a giant robot. They disappeared from view once they crossed the street, the two Faunus running while the machine giving chase.

"HURRYYYYYY!" Sun yelled both in person and on the scroll.

Ben sweat dropped. "That's definitely them."

Yang got on her bike. "Got it." She said as she started her bike and drove away.

Ben followed her example by slapping down the Omnitrix and turning into a blue raptor with wheeled feet.

"XLR8!" Ben, now as the said alien, yelled and he ran off with high speed.

~O~

Roman, inside the Atlesian Paladin, is still chasing Blake and Sun. They are currently on a highway, the two Faunus jumping on cars and evading Roman while the latter just mowed down the cars that get in his way.

Following behind is Yang and XLR8, both chasing after Roman.

"We got to slow it down!" Yang said to XLR8.

"Lemme try!" XLR8 said as he reached for his Omnitrix symbol.

However, Neptune jumped down from a bridge and, using his trident, stabbed and got stuck on the Atlesian's back.

Sun and Blake stopped on top of a bunch of cars to look around and check out their friends.

"Neptune, hang on!" Sun yelled.

Sun then concentrated his Aura and slammed his right fist into his left palm, creating two clone silhouettes of himself. The clones then jumped from one car to another to reach the Atlesian Paladin. After reaching the mech, the clones slammed themselves at it and exploded into golden lights, damaging the Atlesian Paladin. However, they only did little damage and caused Roman to get angry. Roman used the controls of the mech to spin around and fling Neptune at Sun, who was just charging at Roman. Both Neptune and Sun hit each other mid air and get thrown off the highway.

Blake, still standing on a moving car, watched as Roman got near.

"Blake! I'm in position!" Weiss called through her scroll.

Weiss was now twirling over a highway and landing in the middle of the road, holding Myrtenaster at the approaching Roman. He smiles as his robot charges the girl, but Weiss spins and plunges her blade into the ground, summoning a circle of ice across the pavement that causes the Paladin to slip and crash, actually flying over the young Huntress and falling off the ramp, landing further down before Ruby, already having her Crescent Rose out in scythe form.

The Paladin stands back up, and the rest of Team RWBBY falls beside their leader to take up positions. Weiss readies Myrtenaster, Blake brings out both swords of Gambol Shroud, Yang cocks Ember Celica and XLR8 slaps the Omnitrix and turns into Astrodactyl, squawking once he switched forms. Roman chuckles, moving the robot slowly towards the girls and Ben.

"Freezer Burn!" Ruby yelled.

Ruby, Blake and Astrodactyl jump back out of the way as Weiss performs her same ice-circle trick, but backs out of Yang's way when she jumps into the air and hits the epicenter with her Ember Celica, creating a wave of mist that surrounds Roman. Immediately, the Paladin activates its laser sensors to make up for the lost sight, but it barely sees the afterimage of Blake and narrowly misses the dashing Yang. A gun manages to fire at the area between Blake and Yang, but out from the blast comes Ruby and Astrodactyl, both slashing the metal, Ruby with her blade and Astrodactyl with his energy whip, causing it to falter.

"Checkmate!" Ruby yelled.

Blake and Weiss go in this time, each girl going for the feet until Weiss jumps up and stabs a sensor before leaping off of a white glyph. Roman lifts the Paladin's foot to crush Blake, but Weiss summons another glyph under her teammate to launch her backwards before the crushing blow can land. Roman growls and fires off the missiles, but Weiss and Blake flip backwards as the explosions merely hit where they were.

Finally, Weiss jumps up too high, and Roman fires a double energy blast at her. Myrtenaster absorbs the damage, but Weiss is thrown back, so she casts a beam of light from her weapon to the ground under Blake, forming a yellow clockwork circle that's absorbed into the Faunus girl and lets her slice through each launched missile with ease in a flurry of super-fast slashes.

"Speedy Quick!" Ruby yelled as she runs into the fray.

Ruby shoots herself forward and cuts at the robot's legs, then turns as Ben, who just turned into Fasttrack, runs in and aims himself at the giant's feet as well. They both dash forward and attack at the same time, circling each other around the Paladin with each strike until they both launch themselves into the air and come down together on the shoulder, cutting off the left arm entirely.

Yang doesn't waste a second, jumping onto the Paladin's back and punching the top with fiery shotgun blasts. Roman is knocked around in the cabin, but seeing as he can't reach her with his remaining mechanical arm, he runs backwards through two columns and leaves her embedded in a third before backing away and turning towards her. Just as she is falling down, the remaining arm extends a closed fist, and when it punches her, she flies through the column and doesn't get up.

"Yang!" Ben yelled as he turns back to human form. He then glares at Roman, anger written all over his face.

Ben slammed down the Omnitrix and turned into a humongous, humanoid dinosaur.

"Humungousaur!" Ben yelled angrily as he slapped down the Omnitrix symbol on his chest again. This time, it gained four spikes around it.

Humungousaur began evolving into a different creature.

He turned into an Ankylosaurus-like creature, being about 20 feet tall. He seems more buff and muscular than his pre-evolved form, while having camo green skin instead of tan.

His head possesses a dark blue, Ankylosaurus-like helmet with three spikes running down the top, which are silver. On the sides of his helmet, there are black ram horns, pointing down.

He possesses a dark blue, turtle shell with long spikes running down each side. His plated chest and torso are dark blue with five spikes on each end. His tail has a blue mace on the end of it, with silver spikes.

His knuckles have silver barrels on them, which he can transform into four-barreled missile launchers at will. The outline of the barrel cannon is black and also has a black circle at the center. When not in use, his fingers now support black claws instead of human-like nails.

"Ultimate Humungousaur!" Ben yelled as he charged at the Paladin.

Ruby, Weiss, Blake and Yang, who just got up, look at their teammate and his new form. "Is...that...Ben?!" Yang questioned.

"He's never shown us that form before." Weiss said.

"How many more can he turn into?" Blake asked.

Ruby was just awestruck by Ultimate Humungousaur.

Roman looked at the hyper evolved alien charging at him and decides to try and punch him. But Ultimate Humungousaur grabbed the mech's fist with his left hand and punches the mech's arm with his right, completely destroying it's right arm.

Roman, noticing his Paladin is now literally armless, makes it jump backwards. Ultimate Humungousaur then turned his hands into cannons and proceeds to bombard Roman with missiles. But the Paladin was too quick as it continued dodging and jumping to avoid the hyper evolved alien's attack.

Ruby noticed that her teammate's attacks are failing. "We need to slow it down!" She suggested.

Weiss replied, "And how do you propose we do that?"

Ruby looked at the machine and thought of the perfect combo. "Ice Flower!"

Twirling their weapons so they both point at Roman, Weiss creates a series of glyphs in front of the scythe's sniper barrel, and a single shot through the circles creates a dazzling spiral of energy that creates large icicles upon impact with the Paladin. Ruby continues to shoot as Weiss freezes the fire, and as the ice completely envelops the robot's body...

"Bumblebee!" Ruby yelled.

Yang then fired her gauntlets to launch herself backwards in order for Blake to throw her Gambol Shroud out for Yang to catch while flying, and the Faunus uses the momentum to swing the glowing girl around for a final hit to the robot.

Ultimate Humungousaur then decided to join Yang as he charges towards Roman.

With Roman unable to move, the Paladin is hit by the speed and power of both Yang's and Ultimate Humungousaur's combined fists, the mech flying into the air before crashing down in a hundred pieces and leaves a defeated criminal.

Getting up, slightly dazed but unharmed, Roman inspects the damage while brushing himself off.

"Just got this thing cleaned!" Roman said, referring to his favorite white outfit.

He looks up just in time to see Yang, still burning with her absorbed power, fire a single shot at the defenseless thief, but he's saved at the last instant when a girl drops in front of him and merely opens her pink umbrella, deflecting the blast entirely. The new arrival is actually Neo, and she hangs the weapon over her shoulder as Roman addresses the victors.

"Ladies. Freak Show." Roman said.

"Hey!" Ultimate Humungousaur yelled as he turned back to Ben.

Roman continued, "Always a pleasure. Neo. If you would."

Neo curtsies her enemies and mockingly winks at Ben with a bow, but Yang, angered at her winking instead of her curtsie, will have none of it. She charges forth with fists raised to strike the outlaws... only to break their image as if made out of a mirror and turn just in time to see them escape in a Bullhead. The rest of team RWBBY runs up to Yang's side, now cooled down with the end of the fight.

"So I guess he got a new henchman." Yang said.

"Yeah, I guess she made our plans... fall apart?" Weiss joked.

While Ben and Ruby chuckled at her joke, Blake just walked away and Yang simply replied, "No. Just...No."

"Ugh...At least these two dolts get it." Weiss said, referring to Ruby and Ben, as she walks away.

"Hey!" Ben yelled as he follows Weiss, Yang following behind him.

Ruby felt like she's forgetting something. But then it her...

"Where are Sun and Neptune?"

* * *

 **If you didn't figure out Ben's Semblance, then you're not paying attention to the story. XD**

 **Now to answer or comment on some reviews.**

 **No harem. Honestly, harem is good at some stories but I really don't find it realistic and romantic. I'm a girl and I definitely don't want to share my boyfriend with other girls. I'm not angry at you spirlinkpatricksean2) for the idea. In fact, I thank you for at least supporting and giving ideas to the story. I just don't see a harem working for someone like Ben. Have you seen Looma, Attea, Esther, Julie and Kai? Bleh. Those girls are not even fit for Ben.**

 **I mean come on. Looma is to possessive and brutal, Attea just wants to dominate over people, Julie broke up with him, Kai is...bleh. She's too...I can't even find the right words to describe her. Esther though...I like her. It's just too bad they separated.**

 **Anyway, to those who wanted Neo have interest in Ben...you just read the chapter anyway. ㈶1**

 **So thank you guys for reading this chapter. If you like it, punch that review button in the- wait...what the f am I saying? XD**

 **Anyway, thanks for the support and have a nice day! Leave a review and please don't fight in the comments! Bye bye! Mwah!**

 **...**

 **That should be my outro from now on. XD**

 **Mwah! :3**


	8. Searching Answers or Searching Yourself?

**Hi, people of Earth...and Remnant. Jade's back again!**

 **I wanna start this off to say I'm sorry that I was so vague about Ben's Semblance. Yes,** **awsomerebel55, you are correct. I needed a way for Ben to even the odds since even though some of his forms are powerful, without the Ultimates, some of his forms would be blitzed by some characters, like Coco for instance. And we all know how she deals with people who destroy her favorite clothing store. And because they took away the Ultimate feature, I needed a way for Ben to get it but I wanted it to be original. Most stories here have him still have the Ultimatrix, some have the new Omnitrix still allow him to go Ultimate, etc. And since RWBY introduced Semblance and Aura, I decided, why not have his Ultimates be his Semblance? I mean, it's supposed to represent one's soul and body. Blake's Semblance represented her story of always running away and leaving behind a shadow, so I decided, "Hey! Ben has always pushed the limits of his aliens and his own human form just to save the people of Earth. So why not have the Ultimates become his Semblance as a sign of finally being able to break his limits and evolving into a more powerful savior?"**

 **Also, Matt, please don't be that guy. I'm not racist. My grandma is American Indian. Saying I'm racist to American Indians is like saying I'm racist to my own blood.**

 **Anyway, sorry for being vague to the story again. I'll try to be more...not vague in the future.**

 **With that said, let's get to reading.**

* * *

Everyone is gathered in the amphitheater to watch matches that will prove if a student can qualify for the upcoming tournament. The current match is Pyrrha Nikos against team CRDL.

Pyrrha launches her spear at Dove Bronzewing and then knocks Sky Lark to the ground. Cardin unleashes a short column of fire from the red Dust crystal in his mace before he and Sky attempt to double-team Pyrrha.

Pyrrha throws her shield, which hits Cardin in the face and bounces back to hit Sky as well. She then flips backward through the air to land on Sky, incapacitating him. Dove and Russel Thrush rush her together, but she is able to drive them back as Cardin leaps in to smash at her with his mace.

Pyrrha opens fire with rifle-form Miló, but Russel covers Cardin, deflecting every shot with his daggers. He and Dove charge at Pyrrha, with Russel leaping into the air and performing a triple somersault; however, the attack is easily deflected. Russel and Dove proceed to strike at Pyrrha together, demonstrating precision through their ability to avoid hitting one another during the attack. Cardin attempts to capitalize on the distraction, but is unable to keep up with Pyrrha. Russel ducks in under Cardin for a surprise attack, but also proves himself unable to wear her down.

Dove moves in after Russel is knocked to the ground. After a couple of deflected swipes, he fires on her with his sword, but she is able to bull right through using her shield. Although he is able to avoid her attack, Dove finds himself knocked out of the fight by an errant swing from Cardin, who moves in for one final assault. Pyrrha knocks Cardin into the air and then leaps to slam him into the ground.

Glynda approaches from behind Cardin who clutches his ribs.

"And that's the match." Glynda said.

"Lucky shot." Cardin said as he finally falls unconscious.

"Well done, Miss Nikos. You should have no problem qualifying for the tournament." Glynda said to Pyrrha.

Pyrrha replied, "Thank you, professor."

Glynda begins tapping on her scroll and said, "Alright, now I know that's a tough act to follow, but we have time for one more sparring match." Glynda looks around at the observing students. "Any volunteers? Ms. Belladonna?" She said and Blake immediately slams her book shut and stares wide-eyed at Glynda. "You've been rather docile for the past few classes. Why don't you -"

"I'll do it."

Everyone turned and looked at the one who spoke and raised his hand. It was Ben!

"Ben Tennyson? Finally attentive in class I see. Very well. Let's find you an opponent."

"Actually..." Ben interrupted her. "I wanna fight Pyrrha."

Team RWBY and JNPR all widened their eyes.

"I believe Ms. Nikos has just finished a match. I recommend you choose another partner." Glynda said, her eyes narrowed at Ben.

Pyrrha looked at Glynda and stopped her. "No. It's fine!" She said and faces Ben. "I'd be happy to oblige." She said to Ben, smiling.

Ben smiled too. He's always wondered how skilled Pyrrha really is.

* * *

Ben walks calmly in front of Pyrrha as he readies the Omnitrix.

"Why challenge me, Ben?" Pyrrha asked with a smile.

Ben smiled back. "I've always wanted to know how a 'World Renowned Fighter' fights."

Pyrrha chuckled. "You won't be disappointed." She said as she takes a fighting stance.

Ben slammed down his Omnitrix and is engulfed in emerald light.

After the light died, in Ben's place is an alien that resembles a combination of a rooster and a hawk. He has sharp claws on his toes and talons on his hands, as well as two larger talons protruding from his arms. He has a short beak. He is covered in brown feathers and also has a white mohawk.

He also wears a green mask, a green belt with a white stripe, and black underwear. The alien wears a strap vest with the Omnitrix symbol on the vest hooker.

"Kickin' Hawk!" Ben yelled.

Ruby wiggled in excitement. Meanwhile, behind team RWBY is a teen boy with gray hair and a girl with green hair are watching the scene curiously and with amusement.

Kickin' Hawk charges in and kicks at Pyrrha, but she lunges forward, blocks it with her shield, and sweeps his other leg from beneath him with Miló. He falls onto his back but then kicks his legs into the air, spins on his hands, and does a double back-handspring. The two stop and stare at each other for a moment as Pyrrha stands up from a kneeling position. She runs forward to attack, but Kickin' Hawk strikes first, leading her to instead block the first kick with Miló and a second with her shield, before turning around and blocking a further barrage of kicks with her shield.

Pyrrha ends the barrage by hitting his leg away with Miló, creating an opening for her to ram her shield into him. He lands on his feet and slides to a stop some distance away.

After correcting himself, Kickin' Hawk slapped the Omnitrix symbol and turned into Water Hazard. Water Hazard then blasted Pyrrha with a stream of water from his palms. Pyrrha is forced to block his attack using her shield.

After blasting her with water, Water Hazard slapped the Omnitrix and switched to a new form.

This new form has clothing which covers most of his body. His chest is covered by a white shell. He has four pointed fins instead of three. The clothing goes all the way up to his head and his pants are fully black. The black stripes on his face do not go through his mouth anymore, instead going around his mouth. The spikes on his face are now on his chin. His gills are no longer visible. The Omnitrix symbol is on his chest.

"Articguana? Cool!" Ben said and then inhaled sharply and blew a cold beam at Pyrrha.

Pyrrha dodged at the last second, the beam hitting the wall behind her a while ago, coating it in ice. She then threw her shield at the alien, causing Articguana to get hit and stagger. The shield ricochets back to Pyrrha and she charges forward at the alien.

Articguana changed forms again by slapping the Omnitrix.

This time, he's a humanoid, plant-like alien that has an overall green and black colored body, mostly with a flame-patterned head and root-like feet, seemingly holding rocks.

"Swampfire!" He yelled as he took some kind of seeds from his arms and threw them at ground. As a result, the seed immediately grew into vines that wrapped themselves around Pyrrha. Fortunately for her, her arms are still free, with only her lower torso trapped in the vines. She threw her shield at a wall and it bounced back at high speed. The sharp edges of the shield began cutting away at the vines as it keeps bouncing back and forth on walls. Finally cutting herself free, Pyrrha catches her shield and switches her spear into rifle form and fires at Swampfire. Swampfire puts his arms in front of him to block her attacks but the bullets keep passing through his arms and body. Good thing he can regenerate or else those bulletes would have killed him. He then raises his arms and throws fireballs at Pyrrha, who dodged them with relative ease. She charged forwad and slashes at Swampfire's left arm, cutting it clean off.

Everyone was surprised, thinking that Pyrrha made Ben lose his arm. But they got even more surprised when Swampfire regenerated his arm back.

"Cutting off hands is so not cool." Swampfire said and smirked as he punched away Pyrrha, but she manages to block the jab with her shield. But the force of the punch caused her to slide back a few meters.

Swampfire slapped the Omnitrix symbol again and turned into a living diamond creature with the Omnitrix symbol on his belt.

"Diamondhead!" He said as he transformed his right hand into a diamond sword. He then engaged Pyrrha in a sword-to-spear battle.

Despite being durable, Diamondhead can't help but feel outclassed as Pyrrha kept landing blows on his diamond body while all his own attacks are deflected and blocked by Pyrrha.

After getting knocked back by Pyrrha, Diamondhead fired multiple shards at her but she kept charging, using her shield to protect herself.

Pyrrha managed to land another blow on Diamondhead, finally causing a crack to form on his face. The alien staggered and regained his composure. "Not bad." Diamondhead said as he slapped his Omnitrix symbol.

Ben's new form, after the light died down, has a magnetically floating metal head which levitates in an arch between his shoulders, however, it is still bonded to his body as wherever his head goes, his body follows. He has crab-like claws for hands and his body is mainly black with yellow feet, hands, shoulders, and chest. His mouth never moves, even when he's talking. The Omnitrix is on his chest.

"Lodestar!" The alien yelled.

Pyrrha prepared herself. "Lodestar? Isn't this the form you wanted to show me?" She said with a smile.

If only Lodestar could smirk. "Yep. And this one is the one that's gonna beat you."

"Don't disappoint me then, Ben." Pyrrha said.

Pyrrha transformed her spear into a rifle and open fired on Lodestar. Lodestar simply raised his arms forward and emitted green energy waves. Then, the bullets simply stopped in mid-air. Turns out, those energy waves were actually magnetic waves. Lodestar made the bullets drop on the ground and looked at Pyrrha.

"Got more?" He taunted.

"I have enough." Pyrrha responded with a smirk as she threw her shield at Lodestar, causing him to use his magnetic powers to redirect it back at Pyrrha. However, he was too late to throw it back as Pyrrha has already managed to come very close to Ben. Pyrrha then grabbed on Lodestar's floating head and, using her own Polarity Semblance, removed the head from it's magnetic field on it's body and successfully took off Lodestar's head. Lodestar's body then began walking by itself while Pyrrha held Lodestar's head.

"I must say Ben, you didn't disappoint me. You were a good fighter." Pyrrha said.

"Are you kidding me? You actually forced me to transform multiple times. You were better." Lodestar replied.

Pyrrha chuckled and so did Lodestar. But then, Lodestar's body began moving by itself and kept looking for it's head. It is currently headed towards Glynda. Glynda, irritated, used her telekinesis to push away the headless body.

"Mr. Tennyson. Would you please behave yourself?" She said, angrily at the body.

"Don't bother, professor. He can't hear you. His ears are over here." Lodestar's head said. Everyone in the theatre began laughing after he said that.

"Ummm.. Pyrrha. Could you... you know...put me back on my body?" Lodestar requested.

Pyrrha laughed a little.

* * *

Outside, Sun's team, SSSN, are standing at the entrance as Team RWBBY walks past. Sun notices Blake and runs after her.

"Hey, Blake!" Sun said as he grabs Blake by her shoulder. "You uh, doing okay?

Blake shuts the book she is reading and faces Sun with a seemingly irritated expression. "I'm fine."

Sun scratched the back of his head and said, "So I hear that there's this dance going on this weekend, and it sounds pretty lame, but you and me, I'm thinking, not as lame, huh?"

"What?" Blake replied.

Sun seems shocked but quickly regained his composure and replied, "The dance! This weekend! You wanna go, or what?"

Blake gave him an irritated look and began walking away. "I don't have time for a stupid dance. I thought you of all people would get that."

Blake walks away past her team. Sun sinks from his rejection.

Ben went over to Sun pats him on his shoulder while Ruby looked at Blake, still walking away.

* * *

A glum Ruby is resting her head on her hand and staring into the distance. She's still worried about Blake. She says she doesn't want to go to the dance. She said there are still unanswered questions. She says they shouldn't be wasting time. She said...she'll be in the library. Ruby let out a sigh. She was then startled by someone slamming their palms on the table she's at.

"I need you to pick a tablecloth." Weiss, the one who slammed her palms on the table, said. She slides two squares over to Ruby, both seeming to be similar shades of white.

Ruby got confused. Aren't they both the same? She thought.

Suddenly, Spidermonkey drops from the ceiling and looks at the tablecloths. "Hmmm...They're the same." He said as he scurried away, making monkey noises.

Weiss sighed in frustration. "I don't even know why I asked!" She yelled as she walked away.

Yang comes in carrying a massive sound speaker on her shoulder, which bounces her sister and the table she's moping on again to jump in the air when she drops it on the ground.

As she brushes her hands Spidermonkey hops on the speaker Yang just placed.

"So, have you picked out a dress yet?" Yang asked her sister.

Ruby sighed. "What's the point? Who cares about the dance if Blake isn't going?"

Spidermonkey turned back into his human form. Ben then sat on the speaker. "Don't worry, Rubes. Blake's going." Ben said.

Ruby then looked at her best friend. How does he know...

"Weiss! I thought we agreed: No doilies!" Yang yelled at Weiss.

Weiss then angrily walks up to Yang, pointing in her face. "If I don't get doilies, you don't get fog machines!"

The gang is suddenly interrupted by the sound of doors opening.

Walking in the ballroom is Sun and Neptune. "Your dance is gonna have fog machines?" Neptune asked.

Weiss, entering fan girl mode, steps up to him then tries becoming sweet. "We were thinking about it..."

"That's pretty cool." Neptune replied.

Sun then comes into the scene, acting suave to Weiss' ire, and asks "You ladies all excited for dress-up?"

Ruby scoffed. "Pfft... Yeah, right!"

"Laugh all you want. I'll be turning heads tomorrow night!" Yang said, crossing her arms.

"I'm gonna have to buy a fancy get up later." Ben said as he got off the speaker.

Weiss then asked Sun and Neptune, "What are you two wearing?"

"Uuhhh... this?" Sun said as he gestures to his current shirtless outfit.

Neptune steps up and holds a hand in front of his friend's face. "Ignore him for he knows not what he says." He said dramatically.

"Hey, I may have moved to Mistral, but I grew up in Vacuo. It's not exactly a shirt-and-tie kind of place." Sun said as he knocked away his friend's hand.

Yang scowled and said, "Yeah, we noticed."

Ben pointed at Sun mockingly. "Oooh! Sick burn!" He said and laughed as he headed to the door.

"Soooo... what does Blake think of all this? She still being all, y'know... Blake-y?" Sun asked, rubbing the back of his neck, nervous.

Weiss sighed. "Obviously." she said, turning and crossing her arms in disapproval.

"I still can't think of a way to change her mind." Ruby said.

"Guys."

Everyone looked at Ben, who was about to leave the room.

"She'll be at the dance." He said. He then opened the door and left, closing it behind him.

Everyone in the room all just looked at each other, confused.

* * *

The Faunus herself is sitting at one of the library tables with a holographic screen in front of her. She is obviously more sleep-deprived than ever, barely focusing on what she's seeing. But she needs to focus. She needs more info, more answers, more...anything! Anything that can help find Roman and end his plans once and for all!

"Blake."

Blake was startled by some spooky voice mentioning her name. She actually yelped and fell of her chair.

Almost everyone at the library looked at her. Those who were doing work even stopped what they're doing and looked at Blake.

Blake stood up and fixed herself and her chair. She finally notices all the looks everyone is giving her. "I-I'm fine..." Blake said as she sat back down and continued typing.

Everyone else continued whatever they were doing.

Now that everyone is busy again, Blake then closed her eyes and spoke to the invisible voice that called her by name.

"I know that's you, Ben." She said.

Appearing in front of her is a phantom/ghost-like alien with claw like hands. He has grey skin with black lines running all over him.

He also has green chains all over his front side which lead to his neck, waist, and center/chest. He has spikes on his elbows and also has two cuffs on each of his arms. The Omnitrix symbol is located at the center of his chains.

"Hi, Blake." Ghostfreak said, still rather transparent and intangible in front of the Faunus.

"What do you want Ben?" She asked, still rather focused on the holographic computer.

"We need to talk." Ghostfreak whispered.

"If this is about stopping my search and going to the dance, then you're wasting your time." Blake answered, this time, looking at the ghostly alien with an irritated look.

"I knew you were gonna say that." Ghostfreak replied. Then, using his ghost like powers, he possessed Blake, shocking the latter.

Now inside Blake (innuendo unintended), Ghostfreak began controlling her movements and made it look like Blake was now turning off the hologram and left the library.

* * *

"Ben, if you're going to tell me to stop, you may as well save your breath." Blake said.

"I don't want you to stop; I want you to slow down." Ben replied as he leaned on the blackboard.

Blake continues to pace with her arms crossed, obviously irritated. "I don't have the luxury to slow down." She answered calmly yet angrily at the same time.

Ben shook his head. "It's not a luxury; it's a necessity."

Blake answers back, "The 'necessity' is stopping Torchwick."

"And we're going to. But first you have to sit down and listen to what I have to say." Ben said, gesturing to an empty seat near him.

Blake looks away for a moment until she relents and finally sits down on the chair, saying, "Fine."

Ben then cleared his throat, preparing to say his story. "Back in my world, I live in a town called Bellwood. My parents were ordinary people. My dad was a mechanic and my mom's a normal housewife. But you wouldn't believe what my grandparents are." Ben said, chuckling at the last sentence he made.

Blake still had a very stoic face, but otherwise, still listening.

"My grandpa was a Plumber. And not the ones who clean toilets and pipes. Plumbers in my universe are intergalactic police officers that hunt down the most dangerous criminals. My best friends and my cousin and myself are Plumbers. Oh, and my grandma is an alien. Weird, huh?" Ben said.

"I don't see your point, Ben..." Blake replied.

Ben sighed and continued. "There was one time that my grandpa Max disappeared. I was scared then. I didn't know what I would do without him. So, me, my cousin Gwen and my best friend Kevin went to find him. But it wasn't easy. Our main goal was to find him, but there were things that kept stopping us from finding him."

Blake's mouth gaped a little. "Ben..."

"We had to save people, beat bad guys and ultimately, save the day." Ben said. "But, time and time again, I was rushing things too far. I kept having this search control me that I keep forgetting to keep my emotions in check. I wanted to find grandpa Max." Ben said as he turned around to face the blackboard and picked up a chalk then started drawing.

Blake looked down. "Ben...I'm sorry about that...but you..."

"And we did find him." Ben said, still drawing on the blackboard.

Blake looked up and at Ben. "You did?"

"But it was too late. When we found him, he was already sacrificing himself to save us. To be exact, he used some kind of bomb that would wipe out our enemy...and himself. Me and my friends only survived the explosion because of dumb luck. My grandpa...however... was gone." Ben said, still drawing.

"I'm... sorry for your loss, Ben..." Blake said.

"Don't worry. One day, we got reunited with him after finding out that it wasn't a bomb, but just an energy grenade that transported him to a dimension called the Null Void." Ben said, dropping the chalk back at the container.

"What is your point then, Ben?" Blake asked.

"My point is this...Don't stop searching. But don't rush either." Ben said, turning around, facing Blake. "Like me, there are other people that need your attention other than Roman. I was so fixated on finding my grandpa that I forgot my real duty: To protect and save the people in my world."

Blake looked away, seemingly ashamed of what she has done.

Ben put a reassuring hand on her shoulder. "Besides, even if you manage to find and stop Roman, would it be worth it if you lost your friends in the end? We need you Blake... Sun needs you."

Blake sighed...and gave Ben a friendly hug. Ben, though astonished at first, gave back a friendly hug himself.

"Thanks, Ben." Blake said as she broke away from the hug.

Ben then gave her a thumbs up. "Anytime. We're friends, aren't we?"

The two then left the empty classroom.

Back at the blackboard is Ben's drawing, which, though not accurate, is a replica of a certain hero...

* * *

The dance has finally started. Everyone is at the ballroom. Dancing, chatting or just drinking. Everything seemed peaceful.

Outside, Sun is seen walking around and wearing a new black jacket with a white tie hung around his neck, which he proceeds to fight with before going inside.

"Stupid... dumb... neck trap!" Sun said to the tie as he kept fixing it.

"I knew you'd look better in a tie."

Sun stops his struggling and stares at the dark purple dress and bright blue bow worn by Blake, now looking like she traded her dark bags for violet eyeshadow, as she steps forward and takes him by the arm.

Sun then felt his heart beating fast. "Sooo, does this mean we're going... together?"

Blake chuckled at Sun's dumbfounded expression. "Technically."

* * *

 **And done...for now. Well,** **New Universe Returns, got your Lodestar wish. Credits to you for giving the idea and to Ultimate 10 for the actual Lodestar loses his head idea. He's my inspiration for making this story.**

 **Now anyway, the drawing Ben drew on the board is his Grandpa Max in this photo:**

www. vignette1. wikia. nocookie. netben10/images/d/db/The_Plumbers_ /revision/latest?cb=20150428162104

(I added some spaces cause the site keeps f-ing up the link. just remove the spaces, starting from www to net and just add a / right after net. No space.)

 **Though the way Ben drew Max is not accurate, just to make it realistic cause you can't draw one person in only a few minutes... unless it's a stick man.**

 **Also, forgot to mention this to everyone in previous chapters. Some of Ben's forms look like their appearance in Alien Force and Ultimate Alien. Some of them have their Omniverse design. Honestly, the Omniverse designs sucked. I only like a few of them, like Water Hazard and Shocksquatch.**

 **Anyway, thanks for the support and have a nice day! Leave a review and please don't fight in the comments! Bye bye! Mwah!**


	9. Shine

**I'm back. And so far, only one review on the previous chapter. Ah well. Everyone has lives. Anyways, not much to say. Oh and the part where Ben was the one who said his story was intentional. Yang WILL tell her story...but to someone else. It's easy to guess who. Not Blake, Weiss or Ruby. So yeah.**

 **Let's get to reading.**

* * *

 **The other day...**

"And finally, Pyrrha Nikos."

Emerald said to Cinder. The two girls, plus Mercury, are all in their dorm, discussing about the training and battles that happened in the theatre.

"Ah, the invincible girl." Cinder said, rather mockingly.

Mercury, turning away from his comic book, says, "She's smart. But I wouldn't say invincible."

Cinder, with a sinister smile, responded with, "Do tell.~"

"Her Semblance is Polarity. But you'd never know just by watching." Emerald said, until Mercury corrects her.

"After she made contact with that freaks metal head, she was able to move it around however she wanted... But she only made slight adjustments." Mercury said.

"Just enough to make it look like she's untouchable. She doesn't broadcast her powers so it puts her opponents at a disadvantage." Emerald continued.

Cinder, sewing her supposed clothes, got interested. "People assume she's fated for victory... when she's actually taking fate into her own hands. Interesting."

"Speaking of the freak..." Emerald suddenly said.

"There's someone more dangerous than Nikos." Mercury said.

Cinder immediately got even more interested.

Emerald tapped on her scroll and showed a picture of Ben and numerous videos of his transformations he used in his fight against Pyrrha.

"His name's Ben Tennyson. There's not much info about him. Apparently, he's a special student here." Emerald pointed out.

"He can use this weird watch of his that turns him into different monsters. And considering he's survived this long...I'm betting that the forms he showed...aren't his only forms." Mercury said.

Cinder's interested in Ben got even more intense. "He uses a watch to turn into monsters?"

Emerald nodded. "I'm willing to bet that he can easily wipe out the entire city. But there's just one problem."

"Hmm?" Cinder replied.

"He's powerful... but naive. Like, he probably doesn't even know what he can do and what the full extent of his powers can do." Emerald said.

"Pyrrha Nikos _did_ beat him. He could've easily defeated, or even killed, her with that magnet form of his." Mercury added.

"But due to his lack of actual skill or intelligence, she beat him and caught him off guard." Emerald said.

"I see. So in the right hands, his device can make him unstoppable?" Cinder said.

Mercury replied with a smirk, "Probably not just unstoppable... You can even become a god."

Cinder smiled sinisterly.

"You plan to take his watch?" Emerald guessed.

"It's always been about taking away what power the enemy has...And we will...In time." Cinder replied cryptically.

* * *

 **Present day...**

Inside the ballroom, streamers are hung through glass chandeliers, pink and blue balloons are everywhere, and students in dark suits and bright dresses are stepping with each other to the music between the white-clothed tables. Blake is spun around by Yang before they curtsey to one another, and Sun comes up and takes his date's hands as Yang gestures for him to do so. She goes to hang with Ruby, Ben and Weiss in the back of the room, watching Blake laugh and enjoy herself before smiling at her team.

Ruby is wearing a short red sleeveless dress. Both Weiss and Yang wore simple white dresses. Ben was in a black tuxedo with a green buttoned up shirt inside.

Ben crossed his arms. "I told you guys she would come."

"You used an alien to mind control her or something?" Yang asked, smirking.

"Nope. That's all her." Ben said. Of course it was a lie but...he didn't wanna ruin the mood.

"Then with that said, mission accomplished." Weiss replied.

"So what do we do now?" Ruby asked her teammates.

"Just have fun!" Yang said. Ben then offered his hand to Yang, which she takes as they head to the dance floor. Weiss then walks away in a different direction. Ruby was left alone, feeling awkward.

"Does that mean I can change out of these stupid things and into my hood now?" Ruby yelled.

* * *

Mercury Black and Emerald Sustrai, two of Darkstar's allies, are now observing the students from the next tier.

"It appears all the dancers have partners." Emerald said through her ear bud.

"How long do we have?"

Mercury replied, "You two should probably be home by midnight, to be safe."

"We'll keep an eye on the clock."

Outside the CCT, two figures are walking towards the said building.

Cinder Fall, dressed as a cat burglar, and Darkstar, dressed in his usual attire and helmet, approaches an armed guard.

The guard, feeling that these two are hostile, aimed his gun at them.

"Sir. Ma'am. This place is off limits. So please turn around and..." Whatever the soldier was about to say was interrupted when Darkstar blasted him with his energy absorbing beam.

The guard felt all of his energy being sucked away by Darkstar and finally, fell unconscious.

Cinder scowled at Darkstar. "Was that necessary?"

Darkstar looked at her. It's hard to tell whether he's angry or not because of his helmet covering his entire head.

"You're right. A simple backhand would've worked. Now, why don't you do this your way then? After all, you seem to regard yourself as, what Black and Sustrai called you, superior." Darkstar replied with a hint of smugness in his tone.

Cinder's scowl remained as they both head inside the CCT.

Inside the building, Cinder and Darkstar approach more guards.

"Excuse me, no one's allowed in this area." One of them yelled.

Though Darkstar stopped walking, he only did so just so he could watch Cinder, who was still approaching the guards.

"Stop!" The soldier added.

The soldier opens fire when Cinder does not heed him. She manages to overpower him, using his gun to take out another approaching soldier. She then throws him against a handrail. Two more soldiers rush her wielding batons. Cinder flash-forges a pair of black blades from fire Dust and trounces them both.

* * *

Meanwhile, inside an elevator...

"Hey." Guard #1 said.

"Yeah?" Guard #2 asked.

"You ever wonder why we're here?" Guard #1 replied.

"To...guard the tower?" Guard #2 guessed.

The elevator door opens to show Cinder and Darkstar waiting. One of the guards notices the fallen men outside. Darkstar then blasted both of them with his energy absorption beams, using both hands. The two guards fall unconscious.

"Ladies first." Darkstar said, gesturing Cinder to enter. She teasingly slides her finger on the cheek of Darkstar's helmet as she casually walks onto the elevator. Darkstar followed her inside, the doors closing as they turned around.

* * *

After only a few seconds, the elevator doors open to show Cinder examining a scroll while Darkstar exits the elevator first . The two guards are knocked out.

"Oh! That's handy." Cinder said as she pockets the scroll and walks out of the elevator and toward the control consoles nearby. Darkstar took out some kind of book with multiple runes on it. This was a copy of Gwendolyn Tennyson's magic spell book.

"Hurry. We don't have much time." Darkstar said while reading a page on the book.

"Never rush a woman, Michael." Cinder said, not turning away from the console.

"A party guest is leaving." Emerald said through her ear bud.

Cinder sighed. Darkstar kept reading his book. "Which one?" Both of the them asked.

"Ironwood." Emerald responded.

"I guess the general's had enough fun for one night." Darkstar said, slamming his spell book shut.

As Cinder works on the consoles, random code began appearing on her computer screen, which then changed into a Queen chess piece.

Mercury, via ear bud, asked, "Should we intervene?"

The other monitors in the room light up.

Cinder smiled. "No... we're done here."

As they started to walk away, they noticed the elevator doors opening. Ruby steps out of the elevator slowly, brandishing her weapon.

Cinder hid behind some consoles whil Darkstar was still at plain sight.

"Hello, little girl. Are you lost?" Darkstar mockingly asked.

Ruby, however ignored his question and asked her own. "Why are you here at the CCT? The place is closed at this time at night."

Darkstar shook his head. "Naughty girl. You should never interfere with the business of grown ups."

Darkstar aimed his right hand at the floor Ruby was standing on and...

"Eterla Morbulous!" Darkstar chanted his magic spell, causing the floor beneath Ruby to crumble a little and made her stumble and fall on her rear.

Darkstar then turned around and began walking away. "Let's go, my lovely Fall." He said to Cinder, who just rose from her hiding spot and followed Darkstar.

Ruby finally managed to stand up and fired her Crescent Rose on the assailants. However, Cinder turned around just in time and deflected the shots using her Aura powered hand. She formed her swords back and fused them together, creating a bow. Cinder then summoned black arrows and fired them at Ruby, who managed to dodge the explosion of the arrows by jumping backwards.

Suddenly, the elevator door opens and Ironwood arrives at the scene. Ruby is happy to see him and looked back at her enemies to tell them they're in trouble. But now... they were gone!

"Oh man..." Ruby said.

* * *

"Abeo Exorior." Darkstar said his magic spell. He then vanished in thin air, leaving Cinder alone.

"Alright. I'm on my way back to the ballroom." Cinder said through her ear bud as she began transforming her suit into a long black dress.

"And Michael Morningstar?" Emerald asked through the ear bud.

"Teleported back to base. I appreciate his help." Cinder replied.

"He could teleport this whole time? Why didn't he just do that a while ago?" Mercury asked via ear bud.

"He told me that he can only teleport to runes that he made. I'm pretty sure he doesn't have a rune inside the CCT." Cinder replied, entering the ballroom.

"So that's what he's been drawing in the base." Emerald said.

"It doesn't matter. Let's just...enjoy the rest of the night." Cinder replied as she nears her allies. As she does so, she smiles sinisterly.

* * *

 **Cinder finds out about the Omnitrix. Darkstar and Ben are both unaware of each other's presence in this alternae universe. And now, Darkstar has more power than ever with his book of spells! What would be the fate of team RWBBY? Find out next time!**

 **Anyway that's it for now.**

 **Okay. This edit is not supposed to be here but after I saw the review of Alpha Alchemist, I had to put this. Ben trains with the team on a regular basis when they have time. He's learned martial arts from Gwen (canonically) and Yang (in this story). He can fight even without the Omnitrix. And no. No weapons for Ben. Not yet anyway. And I literally mentioned the guy who guessed Ben's Semblance and I said he's right...Ugh. Not to be rude, but were you actually paying attention? Fine. I'll say it right now. Ben's semblance allows him to go Ultimate whenever he's transformed (and even Ultimate himself, but he hasn't figured it out yet). Yang unlocked his Aura while he unlocked his Semblance through anger (see Team RWBBY vs Roman in previous chapter).**

 **Okay. I got that out of my system. Now for the other guy. Epicvictory2015, imma answer your questions. This is Ben after the events from Omniverse but wears his attire from Alien Force and Ultimate Alien. His Omnitrix is from Omniverse but his personality is a combined version of AF, UA and OV.**

 **Anyway, thanks for the support and have a nice day! Leave a review and please don't fight in the comments! Bye bye! Mwah!**


	10. Glenn

**Back! New chapter's up and ready for reading!**

 **That's all! Let's get to reading!**

* * *

"They were here... Ozpin, they were here!" Ironwood yelled angrily as he slams his fist against Ozpin's desk.

Glynda sighed and said, "We're very much aware of that! Thank you, James."

"Fantastic! You're aware! Now are we going to do something about it or should we just stay the course and continue to ignore what's right in front of us?!" The General replied.

An alert sound plays, signifying that someone has arrived on the elevator.

Ozpin sighed in relief. "Come in."

Ruby steps out and into the room, saying, "Sorry it took so long. Someone accidentally hit all the buttons on the elevator on the way up here. It wasn't me."

"Thank you for coming, Ruby. How are you feeling?" Ozpin asked, looking at her curiously.

Ruby sighed. "Okay, I guess. I'd feel better if my bad-guy-catching record wasn't O-for-three." She replied.

Everyone stares silently.

Ruby felt awkard. "Okay, so that's the tone we're going for, got it."

Ironwood then began walking towards the girl while saying, "Ruby, I feel it's appropriate to let you know that I think what you did last night is exactly what being a Huntress is all about. You recognized a threat. You took action. And you did the very best you could."

"Thank you, sir." was all her response.

"Now, the general here has already informed of the events that... transpired last night, but now that you've rested, we were wondering if you had anything to add." Ozpin said.

Glynda began asking. "Was anyone else with her? Did she look familiar to you at all?"

"I... I don't know. She was wearing a mask, and she never said anything to me. But I know she fought with glass. I don't think that was her Semblance, though. Her clothing lit up whenever she attacked."

Glynda crossed her arms. "Save for the glass, that sounds like the woman I fought the night we met Ruby."

"Embedding Dust into clothing is an age-old technique. It could have been anyone." Ironwood argued.

"But there was someone else with her." Ruby interrupted.

Everyone looked at her, still listening.

"He wore a weird helmet. He's like a magician or a wizard or something." She continued, earning questioned looks from the three adults.

"What are you talking about, Ruby?" Glynda asked.

"He just said some words and made the floor crumble below me. I didn't even understood the words he said." Ruby said.

Ozpin cupped his chin in thought. "Strange. Could that be his Semblance?"

"It doesn't matter. We must comb through the town and search for them immediately." Ironwood protested.

Ruby looked at the adults. "Wait. You think those two are connected to Torchwick and the White Fang?"

Ozpin nodded. "It's possible. But we still lack the required evidence to link the two together."

"Actually, I think I remember them saying something about a hideout, or something, in the southeast. Just outside the Kingdom." Ruby said.

Ozpin looked at Ruby. "Interesting."

Glynda however... "I thought you said the intruder never—"

Ozpin interrupted her, saying, "Thank you for your cooperation, Ruby. Why don't you go and spend some time with your team? You have a big day ahead of you."

"Any time." Ruby said as she began to leave.

"And Miss Rose, please try and be ... discrete about this matter." Ozpin warned.

"Yes sir."

Ruby walks down the hallway of Beacon, on her way to her team's dorm. She pondered over what Professor Ozpin said. She's not supposed to talk about it but she can't keep her team in the dark. She sighed just by thinking about it.

She opened the door to her dorm, only to be greeted by Weiss, Blake, Ben and Yang, who seemingly zoomed into the door.

"What did you guys talk about?" Yang asked. Ruby chuckled nervously.

Ruby told her team the entire story, from seeing the unconscious soldiers, to the lady and man in black to the way they used their abilities and how she tried fighting.

"That was a risky move." Weiss commented.

"No, I think you handled it well." Blake countered.

Ruby sighed. "I hope so."

Yang tried cheering her up. "I'm sure everything will be alright, Ruby. Oh! I know what will cheer you up! Ben, can you hand me that package?" She said.

However, when everyone looked at Ben, he seems to be in deep thought and spaced out.

"Ben. You okay?" Blake asked, snapping Ben out of his thoughts.

"Huh? Oh. Right. Sorry." Ben said as he goes to get a cylinder on a table. However, he was still in deep thought.

Ruby said one guy can use magic... And I can only think of a few magic users... Gwen, Hex, Adwaita and...

His train of thought was interrupted when Yang grabbed the cylinder from his hand.

I guess...I shouldn't think about this too much. After all, it could be anyone that can cause the ground to crumble. Ben thought.

"What's that?" Ruby asked, referring to the cylinder.

Yang replied, "I don't know yet. Dad sent it to us. I thought we could open it together!"

"Ooooh! Something from home!" Ruby said, clearly happy.

Ruby suddenly zooms over to Yang and wraps herself around her sister, trying to take the cylinder from her. The package opens, and another cylinder, hairy and black, falls out onto the floor and starts to shake. The object suddenly transforms into a corgi. Team RWBBY leans in, staring at it.

The animal barks twice. While Weiss, Blake and Ben continue to react with great shock, Ruby and Yang react excitedly, with Ruby jumping in the air.

"Zwei!" happily yelled the name of their dog.

Ben asked, "He sent a dog?"

"In the mail?" Weiss continued.

"Oh, he does stuff like this all the time!" Yang replied while the Zwei, carried by Ruby, started licking on the Ruby's cheek. Ruby then giggles.

"Your father or your dog?" Blake asked, who was suddenly on Ruby's bunk.

"Are you telling me that this mangy...drooling... mutt is going to wiv wif us foweva? Oh, yes he is, oh yes he is! Oh, isn't he adorable!" Weiss suddenly said, cooing and tickling the little corgi.

Blake, seemingly afraid, said, "Please keep him away from my belongings."

Ben snickered. "Wait 'till you see Wildmutt." He said, causing Blake to glare and scowl at him.

"Would all first-year students please report to the amphitheater?" Glynda's voice said through the intercom.

"Well, we can't exactly leave him here while we're gone for the week." Weiss said.

Ruby sets Zwei down and he walks over to Ben, who kneels down and pets the dog. Zwei responds by hopping on him and licking his cheek, causing the brunette to laugh.

"I have a dog back home. But she was bigger. And spiky. Did I mention she's an alien?" Ben said, petting the corgi more. He was referring to Zed, an alien dog that once belonged to a villain but Zed was abandoned by her former owner so Ben and his friends took her in.

An alien dog. I'm gonna have nightmares thinking what it would look like... Blake said, still on the bunk.

"Look, there's a letter!" Yang said, pulling out a letter from the cylinder.

Zwei hops off Ben and arrives in front of Yang.

"Dear girls, I've got to leave the island for a few days, so I'm sending Zwei to you to take care of. Enclosed is all the food you should need. Love you both, Taiyang." Yang said, narrating her father's letter.

Yang then forces dozens of cans of dog food to spill out of the small package, piling up around Zwei.

Weiss asked, "What is he supposed to do with that?"

A can opener falls from the package, bouncing off Zwei's head.

"Well, that settles it! Come on team, Zwei will be here when we get back!" Yang said as she leaves the room.

Weiss then began talking to Zwei as she leaves. "Oh, I'll miss you so much, we're going to be best friends, I can't wait to see you, I can't believe how cute your are."

Blake jumps down from Ruby's bunk and jumps across the table, avoiding Zwei. Ben pets Zwei on his way out.

Ruby, left alone in the room, stares at Zwei for a moment, before smiling sneakily.

"Today we stand together, united. Mistral. Atlas. Vacuo. Vale. The four Kingdoms of Remnant. On this day, nearly eighty years ago, the largest war in recorded history came to an end. It was a war of ignorance, of greed, and of oppression. A war that was about much more than where borders fell or who traded with whom, but about the very idea of individualism itself. We fought for countless reasons, one of which being the destruction of all forms of art and self-expression. And as you are well aware, that was something many could not stand for. As a result, those who opposed this tyranny began naming their children after one of the core aspects of art itself: color. It was their way to demonstrate that not only would they refuse to tolerate this oppression, but neither were the generations to come. And it was a trend that is held to this very day. We encourage individuality, expressionism, and unity through diversity. As I have said, today we stand together, united. But this bond cannot exist without effort. Which is why today, while the rest of the world celebrates peace, Huntsmen and Huntresses will work to uphold it. As first year students, you will be tasked with shadowing a professional Huntsman or Huntress on a mission. Some of you may be taken out of the Kingdom for several days. Others may work within the walls for the rest of the week. But no matter which path you choose, remember to be safe, remember your training, and remember to do your very best." Ozpin ended his speech and left.

Every student was in the amphitheater, now filing off to search for available missions.

"This is perfect! All we have to do is shadow a Huntsman working in the southeast!" Ruby said to her team

"Yeah! We'll follow them around by day and give them the slip by night!" Ben said.

Weiss nodded and said, "Let's check 'search and destroy'!"

Team RWBBY approached a hologram screen. The screen showed different missions available. One in particular is what the red hooded girl got interested in.

"Here we go! Quadrant 5 needs Grimm cleared out!" Ruby said.

"Well, it's in the southeast." Blake responded.

Yang nodded. "Sounds perfect!"

Team RWBBY have left the auditorium and are on their way to the airship that will take them to Quadrant 5.

"That wasn't exactly uplifting." Yang said, breaking the silence.

She was talking about what Ozpin told them earlier. Ozpin told them that the mission was too much for first years to handle. Of course, he thought Ben can take on them if he used Waybig, but Ben disagreed, saying he's not going to go without his team. So Ozpin realized that even if they're not given the mission they wanted, they would still find a way to get there. So to the headmaster, instead of breaking the rules, how about they just bend them? After allowing the five to have this dangerous mission, Ozpin gave them a little speech, which, like Yang said, wasn't very uplifting.

Blake sighed. "But it's the truth."

Ruby shook her head and said, "It's gonna to be tough, but I know we can do it!"

Ben raised his fist in the air and excitedly replied, "Yeah! Besides, I'm here. We'll find them in no time."

Weiss pinched the bridge of her nose. "If you are given the alien you want." She replied.

Ruby, Blake and Yang all laughed while Ben just glared at Weiss.

Suddenly, a student runs past the team, pointing in front of him.

"Hey! Team CFVY is back!" The student said.

The team looked where he was pointing and saw Beacon students gathering around to witness the return of Team CFVY. Blake goes up to Velvet Scarlatina.

"Velvet? Are you okay?" Blake asked.

Velvet nodded. "I'm fine. I had Yatsuhashi to look out for me." She said while said man looked at them and nodded his hello.

Weiss said, "Your mission was supposed to end a week ago! What happened?"

Velvet shook her head and said, "Nothing happened. It was just ... there were just so many..." She looks up and notices Team RWBBY's worried expressions. "Oh, but don't worry. You first-years are just shadowing Huntsmen, so you should be fine. And Ben's on your team. He's got your back." She said. One can notice the faint blush on her cheeks when she mentioned Ben's name.

Velvet still remembered how Ben defended her from Cardin and his team. Up to this day, she's still thankful. He reminded her of Yatsuhashi.

Yang nodded. "Right."

Velvet began walking away while saying, "I should go. Be safe, okay?" And she finally left.

Ruby tried lifting the spirits of her team by saying, "We can do this. We've never backed down before, and we're not going to start now."

Blake nodded, "Right."

Ruby continued, "Besides, it won't only be us out there! We'll be fighting alongside a genuine Huntsman!"

Yang and Ben both said, "Yeah!"

Team RWBBY began staring with various stunned expressions, having just discovered who they will be shadowing.

"Why hello, team RWBBY!"

It was Oobleck.

"Who's ready to fight for their lives?" He said, excitedly.

Team RWBBY and Oobleck's airship are on their way to the mission.

"I guess I just never saw you as much of a fighter." Yang asked the doctor. Not professor. Doctor. Oobleck did not take the PhD for fun, thank you very much.

Oobleck replied, "I admit I fancy myself more of an intellectual, but I can assure you, as a Huntsman, I've had my fair share of tussles."

Ruby Tilted her head in confusion. "Like the mushroom?"

"Those are truffles." Blake responded.

Ruby is still scratching her head in befuddlement. "Like the sprout?"

"Those are Brussels." Yang said.

"Like Cardin's teammate?" Ruby asked, still confused.

"That is Russell." Ben replied.

"Besides, given my expertise in the field of history as well as my dabblings in the archaeological surveys, our dear headmaster saw fit to assign me to this particular... assignment!" Oobleck replied.

Weiss raised a brow. "What does history have to do with this?"

Oobleck turned sharply on Weiss. "Why, what a preposterous question, you silly girl! Why, history is the backbone of our very society! And the liver! Probably the kidneys, if I were to wager."

Ben then asked, "And that means..?"

Oobleck replied, "The southeast quadrant outside of Vale is home to wild forests and deep caves, but it is also the location to one of the kingdom's greatest failures!"

Ruby understood and said, "Mountain Glenn."

"Gesundheit." Ben said.

"That's right! It was an expansion of Vale... but in the end it was overrun by Grimm and fenced off from the rest of the city." Yang said.

Oobleck nodded. "Correct! And now it stands abandoned as a dark reminder."

Blake narrowed her eyes. "And a likely place for a hideout."

Oobleck adjusts his glasses and smiles. "Precisely!"

The airship comes in over a spot of street amidst the ruined buildings and structures of the ruined area. It hovers right above the ground as Yang, Blake, Oobleck, Weiss, Ruby and Ben all jump out of the craft. Ruby draw Crescent Rose, Weiss readies Myrtenaster, Blake takes out Gambol Shroud, Yang cocks Ember Celica and Ben hovers his hand over the Omnitrix. The doctor simply holds his coffee canister and takes a sip. The ship then flies away from the destruction.

"Ladies! And Ben." Oobleck.

"Hey!" Ben said, annoyed.

"You still may be students, but as of this moment, your first mission as a Hunter and Huntresses has begun! From this point forward, you need to do exactly as I say! Do you understand?"

The team all nod, but Oobleck suddenly looks at Ruby, startling her.

"Ruby! I thought I told you to leave all of your bags back at school." Oobleck yelled.

"But, uh, you hadn't told us to listen to you yet. So I didn't." Ruby said, causing Weiss and Ben to facepalm.

Oobleck cupped his chin in thought. "She's not wrong..." He told himself. "Very well, Ruby; leave your bag here, we can pick it up upon our return."

Ruby began getting nervous. "But I, well uh-"

Oobleck then interrupted her. "Young lady, what in the world could you possibly have in that bag that could be so important to bring it with..."

He stops talking as the bag's zipper opens and out pops Zwei's head, causing everyone to stare at the uninvited guest.

Ruby, worried, whispered to her dog through the side of her mouth, "Get back in the bag."

Zwei merely barks in response.

"We're here to investigate an abandoned urban jungle teeming with death and hostility, and you brought... a dog?" Oobleck said, seemingly angry.

Ruby gulped. "I, uhh..."

"Genius!" Oobleck yelled. He backs away long enough for Ruby to give a confused shrug before speeding past and snatching the pet away from Ruby, who tumbles to the ground as Oobleck spins Zwei in the air.

"Canines are historically known for their perceptive nose and heightened sense of sound, making them excellent companions for a hunt such as ours!" The doctor said.

Zwei barks happily in his hands.

Ruby, after being stunned for the unexpected reaction, she proudly states, "I'm a genius!"

Weiss, Blake, Ben and Yang all facepalm at their grinning leader.

"I could've just turned into Wildmutt or Blitzwolfer, ya know..." Ben replied.

Blake sighed and asked, "So, what are your orders, Doctor?"

Oobleck, who is still carrying Zwei, looked at the faunus girl and replied, "Ah, yes, straight to the chase; I like it!" He suddenly lets go of Zwei to put his hands behind his back for a serious pose. "As you've been informed, the southeast area has been marked as a recent hotspot for Grimm activity. Now, there are several possible explanations for this behavior, one of which being... Grimm."

Ruby, just as confused as her teammates for the redundancy asked, "Uh, what?"

"Grimm. A creature of Grimm approximately one hundred yards from us at this very moment." Oobleck replied.

"What?!" Yang practically yelled.

The team turns to look at the lone Beowolf wandering into the street. The team began unleashing their weapons (or in Ben's case, readying a transformation.)

"Stop!" Oobleck yelled.

Ben looked at the doctor and asked, "Huh?"

He lowers his Omnitrix arm like everyone else to listen.

"There are a number of reasons why Grimm will congregate in this particular area, the most likely of which will be their attraction to negativity: sadness, envy, loneliness, hatred. All qualities that are likely held by our hidden group harboring ill intent." Oobleck said.

"So... What now?" Ruby asked.

"We wait. We track. If this specimen leads us to its pack, that pack may subsequently lead us to our prey." Oobleck said.

Blake asked, "How long do we wait?"

Oobleck shook his head. "It's uncertain. Hours, days, weeks. Why, lone Grimm have been known to stay isolated from the pack for months - and there's the whole pack."

His sudden realization is true: Five Beowolves are already following the first.

"What?" Weiss said.

Oobleck, continuing to state the obvious, said, "And now they've seen us."

"What?!" Weiss practically yelled.

Oobleck came right up to Weiss' ear to shout, "And now they've seen us!"

"I take it tracking them is out of the question?" Ruby asked.

Oobleck nodded. "An accurate assumption, yes."

Yang asked, "What's the plan, then?"

The team turns to their teacher as the creatures close in.

"Show me what you're capable of." was all he said.

Ruby swings Crescent Rose to prepare it for shooting. "Cover your ears, Zwei!"

The dog does so, curling up into a ball.

A single Beowolf and a smiling Yang run towards one another, ending with the blonde knocking it out in one fiery punch as they pass. Several stop chasing after the party girl to focus on Blake, who stands and waits with hand on her hilt until one of the enemy swipes at her afterimage, the real deal slicing her would-be attacker in half before slashing through another and cutting down on one more.

Behind the Faunus, Weiss runs from several black-coated beasts before jumping in the air and taking one down with Myrtenaster. She dashes towards them with rapier held high and slays four of them in a straight line until she stops. A wave of Beowolves are converging on Ruby, but the scythe wielder shoots multiple bullets at the oncoming force... while Zwei is busy chasing his own tail. He stops to watch his owner fire forward and then cut the single remaining Grimm in two.

A few more surrounded Ben, as they all try to body slam and dog pile on him, he slams down his Omnitrix, engulfing him in green light.

The Beowolves all dog piled on him...but were all blown away when a massive shockwave erupted from where Ben was. The remaining Grimm looked at the source of the shockwave, revealing Ben has transformed into a bipedal tiger with no tail and has claws on it's hands. This form is named Rath.

"Let me tell you something creatures of Grimm that tried attacking us! Rath is gonna hit you with so many rights, you're gonna beg for a left!" Rath yelled at his opponents.

The Grimm all charge at the alien tiger. The first two Beowolves had their heads grabbed by Rath who slams the two heads into each other. The next three all got punched away by Rath's barrage. Then, Rath slams his clawed fists into the ground, causing a big shockwave that blew away and knocked out the last of the pack.

"Heh. Piece of cake!" Ruby said, the fight over. But Rath thought otherwise as he continued stomping on a smoking Beowolf corpse. Yang cleared her throat to get Rath's attention, who sheepishly scratches his head and turns back to human.

"Do not celebrate yet, for I am certain this is the first bout of many. Shall we continue?" Oobleck replied.

Continue they do, as the team continue fighting while Oobleck is rooting through a plant, Grimm parts fall around him. He is center in the faces of tired team RWBBY.

Ben is currently transformed into Water Hazard, who is also tired.

"Excellent work, team! And Ben." Oobleck said.

"Hey!" Water Hazard yelled, annoyed again.

"Unfortunately, there doesn't seem to be any signs of criminal operations in this sector. Oh, well! Moving on!" Oobleck added.

As they follow Oobleck, with Ruby sheathing her scythe and beckoning Zwei to follow and Water Hazard turning back to Ben, Yang irritably asks, "Hey, Doc, y'know, I was actually looking forward to seeing a 'pro Huntsman' in action. Like, fighting, or at least, helping us fight?"

Oobleck responded, "Ah, but I am in action! Scouring the ruins of this once-great city for any signs of irregularity!" He fully turns to the team and continued, "Not every mission is filled with daring and heroism, girls. Sometimes it's just a heightened form of extermination! Remember, this is a job, and you all signed up for it. I do hope you understand that."

"Well, yeah..." Yang said, trying to sound more resolute with her answer. "O-Of course!"

Oobleck narrows his eyes. "Hmmm..."

Another victory for team RWBBY and their mentor amid the noise of fired shots. Meanwhile, Oobleck and Yang are away from the group.

"Tell me, Yang: Why did you choose this line of work?" Oobleck asked.

Yang turns around. "Huh? Well, to fight monsters and save-"

"No, that is what you do. I want to know why you do it. The honest reason as to why you want to be a Huntress." Oobleck interrupted.

"The honest reason? I'm a thrill-seeker. I want to travel around the world and get wrapped up in as many crazy adventures as I can. And if I help people along the way, then that's even better. It's a win-win, y'know?" Yang responded.

"I see." Oobleck simply said.

Oobleck is sitting on a high windowsill writing in his journal while Weiss fights off Beowolves below.

Oobleck turns to Weiss and said, "And you, Miss Schnee? A girl born into fame and fortune such as yourself certainly doesn't need the extra work. So... why choose this over a cushy job in Atlas?"

After she impales the last foe on her blade and drops the body, she looks at the doctor. "It's exactly as you said: I'm a Schnee. I have a legacy of honor to uphold. Once I realized I was capable of fighting, there was no longer a question of what I would do with my life. It was my duty."

"Interesting." Oobleck simply said.

Blake slashes a door down and releases a swarm of small Nevermores from the building, which she back-flips under before she shoots them all with her blade's pistol form.

As he examines the inside of the doorway, Oobleck asks her, "And what about you, Blake? You seem to carry yourself with a sense of purpose."

"There's too much wrong in this world to just stand by and do nothing. Inequality, corruption... Someone has to stop it." Blake replied.

Oobleck asks again. "Very well. How?"

Blake suddenly cannot answer. "I, Uh..."

Oobleck "Hmm's" to himself, then dashes away, leaving Blake to bow her head in troubled thought.

Later, Ruby is using her weapon in the most practical fashion and lifting a whole turkey on the sharp end of her gun to tease a jumping and flipping Zwei with. Nearby is Ben transformed as Blitzwolfer. He is simply laughing at the corgi and his owner. That is, until they spot their teacher watching. Ruby quickly sheathes Crescent Rose.

"Sorry! uhh... Are we ready to keep going?" Ruby asked as Blitzwolfer picks up Zwei and places him on his head, the corgi barking happily.

"Nope! I believe that will have to do for today. It's going to be dark soon." Oobleck said. He then throws his bag over to Yang, who makes a sound when she catches it.

"You three, set up camp in that building. Oh, and please do make sure there are no more of those... creatures. Your leader, Ben and I are going to secure the perimeter. Come, Ruby, Ben."

They start walking away from the rest of RWBBY, who each look at their leader and teammate, knowing what they'll be asked.

Or so they thought.

At the building, the team has done as instructed, building a fire in the center of the room and huddling around it or standing up.

Yang broke the silence. "I can't believe we didn't find anything..."

"We've always been fortunate enough to be in the right place at the right time. I guess we can't always have luck on our side." Blake responded.

"That's not what I meant." Weiss said...which seemed off topic.

Blake got confused. "Huh?"

"Earlier, about... upholding the legacy. There's more to it than that." Weiss responded.

"Yeah... No, me too. I mean... I don't know." Yang said.

Blake shookher head. "I don't know, either. I know what I want to do, but I figured I'd always take things one step at a time."

Yang tried smiling. "Well, it doesn't matter. We know why we're here. Right?"

The girls merely stare in silence. Not exactly sure why they are here...

After a few minutes, Ruby, Ben, Zwei and Oobleck returned and Ruby volunteered as first watch while the rest get to sleep. When Yang, Blake and Weiss asked if Ruby and Ben were asked by Oobleck, they said he didn't, which Ruby found weird and actually made Ben feel left out.

The full moon is shining over the ruined buildings of Mountain Glenn, and a lone Beowolf is searching through the rubble. It looks up briefly at the young girl who has it in her red crosshair scope, but Ruby Rose just lowers Crescent Rose and sighs in tiredness at she keeps lookout over the destruction. The rest of her team is lying down on their sleeping mats around the fire with weapons nearby, while Ben is at a corner, slumped down while leaning on a wall and Doctor Bartholomew Oobleck is higher up, slumped down against the wall next to the hole in the ceiling/floor. The three members of RWBBY have their eyes closed, but Yang Xiao Long is the first to stop pretending.

"Blake, are you awake?"

"Yeah."

Yang asked, "Why do you think he asked us about being a Huntress? Like, what was he trying to say?"

Blake said, "Maybe he was just curious."

Yang replied, "You think?"

"No." Blake responded.

"Weiss, are you awake?" Yang asked

"Of course I'm awake! You two are talking. And I think he... When I said I wanted to honor my family's name, I meant it. But, it's not what you think. I'm not stupid. I'm fully aware of what my father has done with the Schnee Dust Company. Since he took control, our business has operated in a... moral gray area." Weiss said.

"That's putting it lightly." Blake responded.

"Which is why I feel the need to make things right. If I had taken a job in Atlas, it wouldn't have changed anything. My father was not the start of our name, and I refuse to let him be the end of it." Weiss retorted.

Blake looked at the ceiling in thought. "All my life, I fought for what I thought was right. I had a partner named Adam. More of a mentor, actually. He always assured me that what we were doing would make the world a better place. But of course, his idea of a perfect future turned out to be not perfect for everyone. I joined the Academy because I knew that Huntsmen and Huntresses were regarded as the most noble warriors in the world. Always fighting for good. But I never really thought past that. When I leave the Academy, what will I - how can I undo so many years of hate?" Blake said.

"I'm sure you'd figure it out. You're not one to back down from a challenge, Blake." Yang suggested.

Blake, however, thought otherwise. "But I am! I do it all the time! When you learned I was a Faunus, I didn't know what to do, so I ran! When I realized my oldest partner had become a monster, I ran! Even my Semblance! I was born with the ability to leap behind a shadow of myself; an empty copy that takes the hit while I run away!"

"At least you two have something that drives you. I've just kinda of always, gone with the flow, y'know? And that's fine, I mean, that's who I am. But how long can I really do that for? I wanna be a Huntress, not really because I want to be a hero, but because I want the adventure. I want a life where I won't know what tomorrow will bring. And that'll be a good thing. Being a Huntress just happens to line up with that. I'm not like Ruby, she's always wanted to be a Huntress. It's like she said, ever since she was a kid, she'd dreamt about being the heroes in the books. Helping people and saving the day, and never asking for anything else in return. And I'm not Ben either. I can't save an entire universe. Ben has been a hero since he was a kid. Like Ruby, he saves people not because he thought it was fun, but because it was the right thing to do. That's why Ruby trained so hard to get where she is today. And Ben stopped looking for a way back to his world because he wants to help us." Yang ended.

"Well, Ruby's still just a kid." Weiss said.

"She's only two years younger. We're all kids." Blake responded.

Yang shook her head. "Well, not anymore. I mean, look where we are! In the middle of a warzone and armed to the teeth!"

"It's the life we chose." Blake nodded.

"It's a job. We all had this romanticized vision of being a Huntress in our heads! But at the end of the day, it's a job to protect the people! And whatever we want, will have to come second." Weiss ended.

Ben suddenly murmured something, causing Yang to giggle.

"What I wanna know is why you chose him?" Weiss said, causing Blake to chuckle.

The apparently-sleeping Oobleck has a small smile on his face.

* * *

 **Longest chapter I've made so far. Whew. That's a relief. Ask a question and I'll PM you. See you in the story!**

 **Have nice day! Leave a review and at the comments, don't argue!**

 **Bye bye! Mwah!**


	11. Trailer: Pain Train

**A little sneak peek of what the next chapter is!**

* * *

"Hey Weiss, it's your..." Yang said until she saw the empty sleeping mat. "Ruby? Hey, where's Ruby?"

"Grab your weapons! Your leader may be in trouble." Oobleck said.

* * *

Blake looked at the doctor. "What is it?"

"How could I be so stupid?!" Oobleck yelled.

* * *

"Mountain Glenn! Yes, an expansion of Vale that was inevitably destroyed by creatures of Grimm! Previously home to thousands of people! Working people commuting to the city, the main city! Developed a subway system to the inner city! Grimm attacks increased! Population in danger, now desperately searching for shelter! City evacuates into the metro tunnels and what do they find? The southeast quadrant of Vale is known for wild forests and deep caves!" Oobleck rapidly said.

"Doc, what are you saying?" Yang asked.

* * *

Roman walks over to Ruby and aims Melodic Cudgel at her face real close. "How'd you find this place, Red?"

* * *

The two sisters hug each other.

"Are you okay?" Weiss asked her leader.

"I'm fine, I'm fine! But listen! Torchwick's got all kinds of weapons and robots down there." Ruby explained.

"What?!" Blake said as she hands Ruby her weapon.

Ruby continued, "Androids, mechs, they're all loaded up on the train cars!"

Oobleck nodded. "These tunnels are sealed, the tracks lead to a dead-end."

* * *

After catching up with the train, Team RWBBY and Oobleck are now standing on top of it.

"Hurry, children! We must get to the front and stop this train!" Oobleck ordered.

Weiss however... "Err... Professor?"

Oobleck leans his face angrily at Weiss. "Doctor..." he corrected.

Weiss points down a hatch into the train. "What's that?"

Oobleck kneels down to take a look. "That my dear... appears to be a bomb."

Team RWBBY all cringe away from the hatch.

* * *

Oobleck then turns around and watches the detached train car explode, only this time, it creates a hole allowing multiple types of Grimm to emerge.

"Oh, dear..."

The horde of Grimm begin advancing quickly toward the runaway train.

"He's leading Grimm to the city!" Oobleck yelled.

"What?" Weiss yelled to double check.

Oobleck explained his previous statement. "It's the cars! They detach and explode, creating openings for the Grimm!"

"That's insane!" Blake said.

* * *

Oobleck struck a dramatic pose. "We're going to stop this train."

* * *

Down below, Ben, Yang, Weiss, and Blake enter the train car.

The four of them charge forward. Suddenly, they are stopped when Neo drops from the ceiling and stands in their way.

"You guys go on ahead. This one's mine." Yang said, itching for a rematch with Neo.

Blake and Weiss proceed forward. Ben puts a hand on Yang's shoulder.

* * *

In the next train car, Blake, Weiss and Ben are still running, and then look at each other when they hear the sound of revving up ahead. A figure is then seen dragging a chainsaw along the floor. He lifts it up into his hands, preparing to fight them.

"You two go on ahead!" Weiss said to her teammates.

The Lieutenant chuckles menacingly as he holds up his chainsaw.

* * *

In the next train car, Blake and Ben stop and Blake grits her teeth when they're greeted by a familiar foe.

"Hello, kitty cat. You miss me? You know, we really gotta stop meeting like this. People are gonna talk..." Roman said.

Before Blake could engage Romam in battle, Ben puts a hand on her shoulder, stopping her and causing her to look at him.

* * *

Blake ran forward to Roman, who tries hitting her but she creates her shadow clone to jump, dodge and gets past Roman. Blake looks back at Ben and smiles at him before leaving the train car.

Roman growls as he tries to catch up to Blake but a zapping sound caused him to stop and turn around.

* * *

Weiss jumps in the air in order to attack him again, but he yells, "C'mere, princess!" and grabs her face before brutally raising her above his head and slamming her into the ground, causing debris to be flung around. He then throws her into the air and attempts to slash her with his chainsaw.

* * *

Neo pulls out a hidden blade from within her umbrella and approaches the unconscious Yang. She then prepares to deal the finishing blow, grinning sadistically while doing so. Suddenly, a masked warrior - raven-haired and clad in red and black - comes out of nowhere and knocks Neo back. Neo's eyes change from brown and pink to white, mirroring her fearful expression. The mysterious swordswoman slowly draws her sword again - long and crimson red - and holds it up intimidatingly.

* * *

Roman chuckles nervously but suddenly smirks. "You really think that preventing her from facing me and a little bow on top is gonna make people forget who she was?" Roman said.

* * *

Blake comes out of the previous car and sees a bunch of White Fang soldiers in her way. She brings out Gambol Shroud and prepares to fight them.

* * *

"What she's done...?." Roman said in a dark tone.

* * *

Zwei barks, prompting he's ready for an attack. He jumps and flips in the air, and Oobleck bats him, turning him into a small fireball.

* * *

Echo Echo slaps the Omnitrix symbol again, causing four spikes to appear around it.

Echo Echo evolved into an alien that has blue metal skin, fifteen blue, removable speaker-like components attached to his body, an overall rounded design, and longer arms and legs. Also, Echo Echo's power control pack is replaced with a marking resembling a cassette tape. He is about Ben's height and has stumped feet. His mouth doesn't move when he speaks, but he can open it and it moves with emotion. He wears the evolved Omnitrix symbol on his chest.

"Ultimate Echo Echo!" The new alien yelled.

* * *

 **Pain Train. Coming Soon.**

 **I got a picture of this chapter in my profile. Check out the link. Bye bye! Mwah!**


	12. Pain Train

**I'm back! This is gonna be my biggest chapter for Volume 2. After the next chapter is my original story. I hope you guys don't mind. It's gonna be big; big reveals, big drama and big action!**

 **Anyway, quick question, and this will affect the story in some point.**

 **Which one of these aliens is the most badass:**

 **Feedback, Ultimate Echo Echo, Heatblast, Atomix, Chromastone, Ultimate Big Chill or Alien X?**

 **Choose wisely. ㈶1**

 **Now with that said, let's get to reading!**

* * *

Yang has taken up watch, allowing for Ruby and Zwei to sleep on the sleeping bag Yang had been lying on.

After a few minutes, Yang is done with her shift in taking watch.

"Hey Weiss, it's your..." Yang said until she saw the empty sleeping mat. "Ruby? Hey, where's Ruby?"

Everyone else woke up.

"What?" Oobleck asked.

Zwei comes running into the room, barking.

"Zwei?" Ben said, picking up the corgi.

Blake asked, "What's going on?"

"Grab your weapons! Your leader may be in trouble." Oobleck said.

* * *

Zwei leads Oobleck and Ruby's teammates to some kind of hole and Yang spots Crescent Rose next to the it.

"Ruby's scythe!" Yang said as she picked it up.

"Oh no." Blake said.

Weiss asked, "Do you think she fell?"

Oobleck looks up. "Fell?"

Ben pointed at the hole. "Down there."

Oobleck looks down at the hole in thought. "Oh my. Of course! Of course, OF COURSE, OF COURSE!"

Blake looked at the doctor. "What is it?"

"How could I be so stupid?!" Oobleck yelled.

"Did he just call himself..." Ben said but was interrupted by Yang.

"Dr. Oobleck, what's wrong?" Yang asked.

"Mountain Glenn! Yes, an expansion of Vale that was inevitably destroyed by creatures of Grimm! Previously home to thousands of people! Working people commuting to the city, the main city! Developed a subway system to the inner city! Grimm attacks increased! Population in danger, now desperately searching for shelter! City evacuates into the metro tunnels and what do they find? The southeast quadrant of Vale is known for wild forests and deep caves!" Oobleck rapidly said.

"Doc, what are you saying?" Yang asked.

"My dear, we're not just looking for an underground crime network, we're looking for an UNDERGROUND crime network!" Oobleck yelled.

Blake asked, "They've been working in caves?"

"No, no, Mountain Glenn was Vale's first serious attempt at expansion. It worked for a short period of time, thanks to an aggressive perimeter defense, and unique transportation; the city developed an elaborate subway system to carry citizens safely from the new territory into the main Kingdom! Sadly, without the many natural barriers Vale had to protect its borders, Mountain Glenn was doomed from the start! As the end drew near, the citizens of the territory made one last attempt at survival: They took up shelter beneath the city! In massive caves that they had cleared out for the subway. And they had cut themselves off from the surface!" Oobleck explained.

"An underground village?" Ben asked.

"In a matter of speaking, yes. A safe haven. Until... an explosion opened the mouth of another cavern, filled with subterranean Grimm. After that, the Kingdom officially sealed off the tunnels, creating the world's largest tomb. If Ruby is down there,"

Oobleck deploys his weapon.

"...we must find her..."

* * *

Ruby gets thrown across the floor by Roman. Earlier, she and Zwei followed two White Fang members. When Ruby tried calling her team, her scroll was low on signal. Then, the asphalt beneath her broke and, though she saved Zwei, she fell into the hole and ended up in Roman's custody.

"Wow! You are much more manageable without that over-sized gardening tool of yours." Roman said mockingly to Ruby.

Ruby gets up and charges at Roman, which he simply sidesteps, sending Ruby stumbling across the floor.

"Oh man. You know, Perry, I really did need this." Roman said as he laughs, Perry raising his thumb in agreement.

Roman walks over to Ruby and aims Melodic Cudgel at her face real close. "But seriously. How'd you find this place, Red?"

Ruby growls and then uses her Semblance to escape Roman and start running for an exit. Roman then gets up smiling, spins Melodic Cudgel in his hands and aims the handle at Ruby. He then fires the handle, which doubles as a grappling hook, at Ruby, catching her by her hood and allowing Roman to pull her back.

As he pulls Ruby, Roman says, "I see you've got some tricks up your sleeve! Let me make this clear: We're not through here yet."

However, they were interrupted by a massive explosion coming from the distance, causing Roman to look up.

"Oh, what the... Perry, if you and the boys could take care of that? Kinda in the middle of something." Roman said to the soldiers behind him.

Perry nods and goes off to investigate the explosion just as another one sounds.

Hearing the explosion, Roman angrily yelled, "WHAT is going on here?!"

A third explosion sounds and multiple White Fang members come running around the corner, some firing at an unknown enemy. Weiss, Blake, Yang, Zwei, Oobleck and Ben, as Chromastone, run around the corner, much to Roman's annoyance. Ruby decides to take this moment to try and escape, jumping on Roman's shoulders, then fleeing towards her friends.

"Somebody kill her!" Roman yelled as he and the White Fang members around him open fire on Ruby, which she dodges and weaves between.

Seeing that their attacks fail, Roman turns angrily to the White Fang member next to him. "Attach this cart and spread the word: We're starting the train."

"But we're not finished!" The soldier said.

Roman pins the White Fang member up against the wall with Melodic Cudgel. "Do it or you're finished!" Roman said in a threatening tone.

Ruby kept fleeing, but screeches to a halt as she realizes she's running towards a group of White Fang members. However, a huge, rainbow like explosion appears behind the White Fang members, sending them flying and revealing Yang and Chromastone, who blasted the White Fang members , behind them.

As Ruby jumps into her arms, "Ruby!" Yang said, the two sisters hugging each other.

"Are you okay?" Weiss asked her leader.

"I'm fine, I'm fine! But listen! Torchwick's got all kinds of weapons and robots down there." Ruby explained.

"What?!" Blake said as she hands Ruby her weapon.

Ruby continued, "Androids, mechs, they're all loaded up on the train cars!"

Chromastone replied, "I thought Dr. Oobleck said this place is closed off."

Oobleck nodded. "Exactly. These tunnels are sealed, the tracks lead to a dead-end."

However, Roman's voice sounds through a speaker system. "Get to your places, we are leaving now!"

The train starts moving towards the tunnels.

"Well, it sounds like they're going somewhere." Yang pointed out.

"So, what do we do?" Chromastone asked.

"I believe we only have one option..." Oobleck said.

Ruby turned around, Crescent Rose in hand.

"We're stopping that train!" She simply said.

* * *

After catching up with the train, Team RWBBY and Oobleck are now standing on top of it.

"Hurry, children! We must get to the front and stop this train!" Oobleck ordered.

Weiss however... "Err... Professor?"

Oobleck leans his face angrily at Weiss. "Doctor..." he corrected.

Weiss points down a hatch into the train. "What's that?"

Oobleck kneels down to take a look. "That my dear... appears to be a bomb."

Team RWBBY all cringe away from the hatch.

Their problems are not over yet as Ruby points forward on the train. "We've got baddies!"

Dozens of White Fang members are now climbing onto the top of the train.

"Well, I didn't expect them to go—" Oobleck said.

Suddenly, the bomb underneath them charges up and starts beeping.

"—easy on us." He stands up. "Time to go!" Oobleck continued.

"Hang on." Chromastone said as he turns back to Ben. "Maybe one of my brainy aliens can defuse the bomb."

"There's no time. Just detach the caboose, Ben. It'll kill us all!" Oobleck responded.

Ben jumps down onto the connectors as his team and Oobleck jump to the next train car. He slaps the Omnitrix and turns into Diamondhead then gets ready to cut the connection with his sword hand, but as he does, the connection comes loose on its own.

"Huh?" Diamondhead said. He looks up at Oobleck. "It decoupled itself!"

Oobleck said, "What?!"

"I guess he really doesn't want us on this train." Yang guessed as Diamondhead went up to the train's car.

As Oobleck looks back at the detached cart, it explodes in the tunnel.

"That's not good..." Oobleck commented.

Ruby, standing next to another open hatch, said, "Err, neither is this!"

"Another bomb?!" Blake asked worriedly.

Oobleck looks around, then runs to the next train car. "No. No. No."

He opens the hatch and looks in, then yells back to Team RWBBY. "They ALL have bombs!"

The bomb under Team RWBBY charges up and starts beeping and the cart they're on detaches itself, forcing Team RWBBY to run to the next cart.

"This doesn't make sense!" Yang yelled.

"Isn't it too late to say that?" Diamondhead joked, despite the danger they're in. He was ignored, however, as the White Fang members climbing the train are now headed towards them.

Team RWBBY jump forward to attack the incoming White Fang members. Oobleck then turns around and watches the detached train car explode, only this time, it creates a hole allowing multiple types of Grimm to emerge.

"Oh, dear..."

The horde of Grimm begin advancing quickly toward the runaway train.

"He's leading Grimm to the city!" Oobleck yelled.

"What?" Weiss yelled to double check.

Oobleck explained his previous statement. "It's the cars! They detach and explode, creating openings for the Grimm!"

"That's insane!" Blake said.

Another train car detaches itself.

"We have to hurry!" Oobleck said as he turns to Weiss, Blake, Yang and Ben. "You four, go below and try to stop those bombs!"

"What about us?" Ruby asked.

Oobleck struck a dramatic pose. "We're going to stop this train."

"Yeah, I know. I said that earlier." Ruby responded, causing Oobleck to feel awkward.

* * *

The group moves forward. As the train continues towards it destination, White Fang members start to pilot multiple Atlesian Paladin-290s, and jump to the top of the train. Ruby, Zwei, and Oobleck are now running.

Oobleck yells, "Up ahead!"

A Paladin is charging towards them.

"We got a problem!" Oobleck said then takes a sip from his thermos before transforming it into its weapon mode, a small flame burning at its tip. Zwei barks, prompting he's ready for an attack. He jumps and flips in the air, and Oobleck bats him, turning him into a small fireball. The Paladin is seen shooting, only for it to get knocked off the train by the combination attack. The Paladin tumbles on the train tracks, and then explodes when it hits a barricade. Another Paladin appears in front of Zwei, its guns aimed at him. Suddenly, multiple fire attacks hit it, and Oobleck swiflty knocks it off the train as well.

* * *

Down below, Ben, Yang, Weiss, and Blake enter the train car.

"I guess this is what we trained for." Yang pointed out.

The four of them charge forward. Suddenly, they are stopped when Neo drops from the ceiling and stands in their way.

"You guys go on ahead. This one's mine." Yang said, itching for a rematch with Neo.

Blake and Weiss proceed forward. Ben puts a hand on Yang's shoulder. "Be careful, Yang." He said, following the other two. As Neo prepares for their attack, Yang fires a round to distract her, allowing Blake, Weiss and Ben to continue. Yang then steps forward toward her opponent, staring down as Neo gives a sinister smile. The two begin their fight.

* * *

In the next train car, Blake, Weiss and Ben are still running, and then look at each other when they hear the sound of revving up ahead. A figure is then seen dragging a chainsaw along the floor. He lifts it up into his hands, preparing to fight them.

"You two go on ahead!" Weiss said to her teammates.

Blake and Ben both said, "Got it!"

The Lieutenant chuckles menacingly as he holds up his chainsaw. The three all charge forward, with Blake deflecting an attack as Weiss flips backward and Ben uses the Lieutenant as a boost, stepping on his head to get over him, knocking him down. Weiss then smiles at Blake and Ben as they proceed to the next car. The Lieutenant gets back up, again chuckling menacingly.

"Finally, I get to kill a Schnee..." Weiss' enemy menacingly said.

Weiss holds up Myrtenaster en garde.

* * *

In the next train car, Blake and Ben stop and Blake grits her teeth when they're greeted by a familiar foe.

"Hello, kitty cat. You miss me? You know, we really gotta stop meeting like this. People are gonna talk..." Roman said.

Before Blake could engage Romam in battle, Ben puts a hand on her shoulder, stopping her and causing her to look at him.

"Blake, get to the front of the train and hit the breaks. I got this." Ben said. Blake looked at him for a while before nodding. This caused Roman to frown.

Blake ran forward to Roman, who tries hitting her but she creates her shadow clone to jump, dodge and gets past Roman. Blake looks back at Ben and smiles at him before leaving the train car.

Roman growls as he tries to catch up to Blake but a zapping sound caused him to stop and turn around.

In Ben's place is a small, white alien whose body is a living amplifier. One of his most noticeable features is a square appendage resembling an MP3 player behind his back with a port on it - decorated with a 10 symbol and what looks like cassette tapes on his lower legs. He has circle-shaped indents on the back of his hands which are green. The inside of his mouth is green with lines that give it the appearance of an amplifier.

"Echo Echo!" The small alien yelled it's name.

Roman laughed at Ben's current form. "What are you gonna do with that, Freak Show? Beat me with your adorableness?"

"No. But. I. Can. Beat. You. With. This!" Echo Echo said as he slaps the Omnitrix symbol again, causing four spikes to appear around it.

Echo Echo evolved into an alien that has blue metal skin, fifteen blue, removable speaker-like components attached to his body, an overall rounded design, and longer arms and legs. Also, Echo Echo's power control pack is replaced with a marking resembling a cassette tape. He is about Ben's height and has stumped feet. His mouth doesn't move when he speaks, but he can open it and it moves with emotion. He wears the evolved Omnitrix symbol on his chest.

"Ultimate Echo Echo!" The new alien yelled.

* * *

Yang dashes forwards, unleashing a flurry of several punches, resetting each time instead of redirecting her blows, as Neo simply dodges each attack, moving her body swiftly in order to avoid them in a very laid back, but extremely effective style. With every unsuccessful punch, elbow, and kick, Yang continues moving forward as her last three blows bring her to a knee, where she attempts a roundhouse kick, allowing Neo to deliver a spinning hook kick, knocking Yang to the ground, the former's guard completely open on the left side.

While on the ground, Yang growls in anger, to which Neo responds by performing a drop kick. However, Yang dodges by rolling away, and subsequently springing up to attack once again.

Neo counters through a pull in redirection of force technique, pulling Yang's arm in with her own left arm, and performing a well-executed ax kick to hit Yang on the chin, before kicking Yang in the stomach with a perfect side kick. Neo then begins pushing Yang back via her parasol, now on the offensive, as Yang tries to counter her movements with Ember Celica. Neo is able to effortlessly push Yang back against a wall, until the latter shoots a blast directly towards the former's feet. Neo, however, simply backflips effortlessly, and she lands perfectly on a metal container, before sitting, waiting for Yang's next attack.

As Yang approaches her, Neo smiles, taunting her, before Yang unleashes another attack. Neo counters, and begins kicking Yang back. Yang unleashes another blast from Ember, which Neo blocks. The two spar briefly, hand to hand, before Yang grabs Neo's foot, and pulls her closer to throw her, only for Neo to perfectly counter, before grappling Yang and using her momentum to throw her into the ceiling, knocking her unconscious.

* * *

The Lieutenant runs towards Weiss as she raises her weapon defensively, before using Myrtenaster to draw a pale blue circle in the air, forming a force-field. Cyan shockwaves radiate from the center of the force-field as the Lieutenant tries, in vain, to saw through it. Weiss then knocks him back with a slash from her weapon. He attempts another overhead swipe, but Weiss points her weapon downwards and lets the chainsaw simply run down the side of it, creating sparks but missing her completely. She then spins and slashes him again, knocking him back. She flips gracefully over him, slashing at his head and landing on the other side of him.

He gets up and spins around, viciously swiping towards her sideways with the chainsaw. She acrobatically lowers her body underneath it, dodging the blow and backflipping out of range before attacking in a series of slashes and stabs that throw him into the air and back onto the ground. She flips over him, facing him from another angle.

Rising from the ground, he slashes towards her, but she ducks out of the way. After attempting another overhead slash, which she dodges again, he manages to briefly knock her back after the two weapons clash. However, his subsequent kick towards her meets only a pile of boxes, as she leaps onto the ceiling. She spirals downwards with her weapon outstretched, but he steps out of the way. She lands, before getting up, deflecting one of his attacks, performing a backflip and countering with a stab of her own, which sends him flying backwards. As he stands back on his feet, Weiss holds Myrtenaster in front of her and concentrates, mixing yellow Dust with a glyph to create a haste glyph beneath herself. Utilizing her speed powerup, Weiss charges forward and creates a series of glyphs that surround the Lieutenant. She leaps and begins ricocheting off each of the glyphs, slashing him extremely quickly each time she passes him, knocking him to the ground.

Creating another glyph, Weiss attempts to stab him where he lies, but he rolls backwards, preventing her from doing so. She jumps in the air in order to attack him again, but he yells, "C'mere, princess!" and grabs her face before brutally raising her above his head and slamming her into the ground, causing debris to be flung around. He then throws her into the air and attempts to slash her with his chainsaw.

* * *

Roman fires his cane at Ultimate Echo Echo, who simply dodges by flying swiftly into the air. He then throws two of his Sonic Disks at Roman. Roman tries batting them away like a man with a swatter trying to kill flies. However, the disks' maneuver around him, causing each of his attacks to miss. The disks then stop flying around and both end at Roman's left and right. The two disk then let out a sonic blast that caused Roman's ears, and Roman himself, to get irritated by the loud noise. Ultimate Echo Echo takes this chance as he flies toward him and punches him multiple times, ending with an uppercut. After Roman lands back on the ground, he stands up once more to keep firing at the alien, who simply dodges each attack thanks to his sound-level speed. After dodging all Roman's shots, Ultimate Echo Echo inhaled and let out a giant sonic screech at Roman, knocking him backwards, causing him to fall lying down on the ground.

When Roman attempts to get up, Ultimate Echo Echo steps on his chest and makes two of his Sonic Disk to aim really near Roman's ears. Roman chuckles nervously but suddenly smirks. "You really think that preventing her from facing me and a little bow on top is gonna make people forget who she was?" Roman said.

* * *

Blake comes out of the previous car and sees a bunch of White Fang soldiers in her way. She brings out Gambol Shroud and prepares to fight them.

* * *

"What she's done...?." Roman said in a dark tone, causing Ultimate Echo Echo to glare at the criminal.

* * *

After dealing with her enemies, Blake enters the front of the train. She was about to reach for the breaks until she sees...that the breaks are broken. The train cannot be stopped. Blake grit her teeth in frustration.

* * *

Ultimate Echo Echo clenched his fist in anger at Roman.

But before he could do anything, he hears the door from leading to the previous train car open behind him. An unconscious Weiss is thrown to the floor with the Lieutenant emerging from the doorway holding his chainsaw.

"So what's it gonna be, Freak Show?" Roman mockingly said.

Ultimate Echo Echo made his sonic disks return to his shoulders and kicks Roman in the face, knocking him unconscious. The alien then goes over to Weiss' aid. "Weiss." He simply said, carrying her, bridal style. The Lieutenant charges forward but gets knocked backwards by Ultimate Echo Echo's sonic scream. Ultimate Echo Echo then carries away Weiss to safety.

* * *

Neo pulls out a hidden blade from within her umbrella and approaches the unconscious Yang. She then prepares to deal the finishing blow, grinning sadistically while doing so. Suddenly, a masked warrior - raven-haired and clad in red and black - comes out of nowhere and knocks Neo back. Neo's eyes change from brown and pink to white, mirroring her fearful expression. The mysterious swordswoman slowly draws her sword again - long and crimson red - and holds it up intimidatingly. Neo, realizing who she's up against, wastes no time and quickly vanishes into a flash. The swordswoman looks down at the still unconscious Yang and slashes her sword to the side to open a red portal of some sorts. She walks away from Yang and into the portal. As this happens, Yang regains some consciousness and slowly gets back up. As she opens her eyes again, she gets a brief glimpse at her rescuer before the woman disappears at her next blink. Yang then rubs her head, still reeling from her unconsciousness, before standing up and leaving the scene.

* * *

Back to Ruby and Oobleck, the Doctor dodges a couple swipes from the Paladin, and then runs to the top of its head, and shoots it in its engine before jumping back down. Ruby then twirls Crescent Rose around a few times, and then she and Oobleck fire simultaneously at the Paladin's feet, knocking it off the train. The both of them then switch positions.

"Ruby! You go on ahead!" Oobleck ordered.

"But-" Ruby was about to say.

Oobleck, with a serious expression on his face, interrupted her and said, "Don't worry, Ruby. It's time... I teach them a lesson..."

The Doctor then goes to take on two oncoming Paladins. Before she leaves, Ruby notices the saddened Zwei looking up at her. She then smiles and motions him to go join his new friend.

"Go." Ruby said with a smile.

With that, Zwei's expression changes dramatically and barks happily before running off to fight alongside the Doctor. Ruby then hurries to the front of the train. The remaining members of Team RWBBY, including a now awake Weiss and Ben who is still Ultimate Echo Echo, then reemerge from the train cars to rejoin their leader. Ruby is seen with a worried face as the fast-approaching train is about to make a head-on collision with a heavy duty wall up ahead.

"What do we do? The brakes are broken!" Blake asked.

Ruby and Weiss smile at each other, and the latter forms an ice shield to protect her teammates, bracing themselves for the impending crash. The train crashes into the wall...

* * *

After what seemed to be quite a while...Ruby wakes up slowly. They were now in the city.

She hears the sound of an emergency alarm blaring as her vision comes back with buildings into her view. She turns her head to the right and sees Blake and Yang slowly getting back up, her sister coughing as the dust settles. She turns her head again and sees Weiss sitting up against a large piece of debris, who also gives a thumbs up at her team leader signaling she's okay. The debris behind Weiss rises as Ultimate Echo Echo gets up from the rubble, rubbing his metalic head.

As Ruby began to recover slowly, she hears the sound of low rumbles and growls from behind her. Suddenly, a giant King Taijitu emerges from the hole, and multiple Grimm start pouring into Vale. The civilians scream as they attempt to flee the chaos. The sounds of screams and roars fill the air, and all Team RWBBY can do is watch in horror.

Ruby's expression changes from worried and scared to angry and determined. The alarm continues to blare as they prepare for one last stand.

* * *

 **Aaaaaaand done! How was it? I hope you ain't mad I had Ben fight Roman instead of Blake. Besides, next volume, Blake will have a lot of fight scenes. Promise!**

 **Anyway, about the aliens. Make sure you add one of the aliens I listed into your review. Explaining why they're badass is optional.**

 **Also, I got a bunch of photos at my profile. Just copy the links and check'em out.**

 **Oh and if you're a fan of God Eater series, be sure to check out my other story, God Eater: Covenant of the Messiah. It still has only 2 chapters but it's gonna be fun! Hopefully...**

 **Anyway leave a review and don't fight in the comments! See y'all next time! Bye bye! Mwah!**


	13. Breach

**Back!**

 **This is a short chapter. Sorry. After this, it will be my original arc. Plenty more of action and a tragic reveal that will turn your world upside down.**

 **Oh and the contest about Ben's most badass alien is still on going. In case you have forgotten, here's the list I gave:**

 **Feedback, Ultimate Echo Echo, Heatblast, Atomix, Chromastone, Ultimate Big Chill or Alien X**

 **Like last time's rule, choose an alien you like, explain why he's badass and then wait for why I had this contest.**

 **With that said, let's get to reading.**

* * *

Team RWBBY is surrounded in the middle of the pavilion by Beowolves, Ursai, and a massive King Taijitu. The King Taijitu unleashes a mighty roar, signalling the Grimm to attack. Ruby Rose plants Crescent Rose on the ground before kicking away the Grimm, Yang Xiao Long propels herself upwards, performing aerial bombardments with Ember Celica on the Grimm before three Giant Nevermores send her crashing to the ground. Blake Belladonna slashes a Beowolf with Gambol Shroud before firing on the other approaching Grimm. Weiss Schnee slashes three Beowolves, before summoning a glyph to conjure up an ice blade. Ben turns into Eye Guy and uses his eye lasers to blast all the ones about to attack him.

"Who wants some?!" Eye Guy yelled at his opponents. He slaps the Omnitrix symbol and turns into a giant rocky alien that resembles a planet with legs.

"Gravattack!" The new alien yelled as he uses his gravity powers to spin some Beowolves into his orbit.

Yang, back on the ground, sends several cars flying towards the Grimm. As Ruby finishes slashing at a Grimm, she notices the King Taijitu ready for the attack, until she also sees Nora Valkyrie flying on her Magnhild hammer towards the King Taijitu, slamming it on the head and killing the beast.

"Nora Smash!" Nora yelled as she slams her hammer at the Grimm.

After Nora lands back, Jaune, Pyrrha Nikos and Lie Ren soon follow.

"Let's move!" Pyrrha said as she, Nora and Ren all jumped into battle at full speed, leaving Jaune behind as he still hasn't learned that trick. He groans in irritation and decides to just march into battle.

"Okay, who's first?" Jaune taunted. However, something big landed behind him. Jaune turns around to notice a giant Ursa standing behind him. It roared angrily at him.

"Oh-oh-okay, you're first, huh? Okay, no, that's fine." Jaune nervously said.

Pyrrha was dealing slashes and blows on some Grimm that surrounded her. She manages to deal with them with ease. After her fight, she spots Jaune being approached by an Ursa. This worried her.

"Totally fine, done this before, done this before..." Jaune said to himself and sighed...then with a mighty scream, Jaune slashes the Ursa several times before it falls. Pyrrha smiles, as she notices his improvement.

Suddenly, high above the air, a fleet coming from the Atlesian Military, now arrives, consisting of dropships deploying Atlesian Knight-200 units and the flagship of James Ironwood.

As Team RWBBY looks up in the sky, an Ursa takes the opportunity to attack Ruby from behind. However, it is gunned down by a dropship's machine gun. As the robotic Knights deploy, they start gunning down the Grimm. Two of the Knights are stampeded on by a Boarbatusk, but a separate group of three Knights fire on an Ursa, and another Ursa has fallen from a Knight's punch.

Out of the opening comes Zwei, followed by Dr. Bartholomew Oobleck in a damaged Atlesian Paladin-290. As Zwei headbutts a Beowolf, a shadow looms over him and he looks up to see an airship arriving, dropping off Team CFVY and Professor Peter Port. As Yatsuhashi Daichi is surrounded by a pack of Grimm, he swings his mighty greatsword on the ground, unleashing a shockwave. Velvet Scarlatina and Fox Alistair respectively kick and punch the Grimm, and Fox unleashes a combo of slashes and punches that make a spiked Ursa explode, impaling the nearby Grimm with its spikes.

Coco Adel, walking up to the battlefield, gives Fox a light pat on the butt. "Nice hustle, Fox. Good job." She said in a rather teasing tone.

Coco approaches a large Beowolf.

"You just destroyed my favorite clothing store. Prepare to die." Coco said to the monster in front of her.

The Beowolf attempts to attack but Coco swats away its right hand, then kicks the Beowolf in the crotch. She, as it falls to the ground and looks at her, leans down and slams her bag onto its head. She effortlessly swats away more beowolves, and the rest of Team CFVY resume fighting. Velvet steps forward, about to open her box.

Coco stops her. "Hey, come on, you just spent all the semester building that up." She said, stepping forward herself. "Don't waste it here."

Coco then transforms her handbag into a giant minigun, and starts firing, slaughtering the advancing horde of Grimm, including a Death Stalker and three Nevermores. The now dead Nevermores all crash into the buildings behind team CFVY. Coco just walks forward like nothing happened.

Seeing that no matter how powerful they are, these things keep on coming. So Gravattack thought of one last solution.

"It seems these Grimm don't understand the gravity of the situation." Gravattack said and chuckled at his own pun. He then uses his gravitational powers to lift a bunch of ruble and close the opening that the Grimm are coming from.

Yang, approaching Gravattack, punched him on his leg lightly. "You didn't tell us you had a form this powerful."

Gravattack just shrugged. "Meh. Glynda's probably better."

Team RWBBY has saved the day again. Now sitting at the edge of a cliff to watch the sunset, they all talked about what happened earlier.

"Well, we did it." Yang said

"We did it." Blake repeated.

"If we don't get extra credit for that, I'm gonna be seriously disappointed." Weiss complained.

"Weiss, a two-headed snake literally crushed a bakery. I wouldn't count on it." Ben said, Zwei on his lap, barking after Ben said that.

"Plus, I mean, we didn't solve everything. A lot of people were hurt, and we still don't even know why they did this, or who that mystery girl was." Ruby pointed out.

Weiss shook her head. "Well, not every story has a neat and tidy ending."

"We might not have all the answers, but we do have a lot of dangerous people behind bars. And I think that's something we could be proud of." Blake said.

Ruby nodded. "Yeah! And if anyone tries something like this again, we'll be there to stop them."

Ben and Ruby fist pumped each other. "Yeah! Team RWBBY! Heroes of Vale!" Ben said.

"Yay, teamwork, camaraderie, good guys, go team, alright, good job... So, what now?" Yang said, lying down on the ground.

"I'd suggest training for the tournament, but I guess we have that covered at this point." Weiss replied.

"So then..." Blake said, trying to come up with something.

Ruby continued. "Uhh... Time for bed?"

"Please." Ben and Yang said at the same time. The whole team began standing up and headed back to their dorm.

"Absolutely." Blake said.

Weiss simply said, "Yes."

"Ben and I are gonna cuddle." Yang said.

"Ewww." Ruby said.

"You two need a different room" Weiss complained.

"Pffft. You guys are just jealous." Ben said, causing Yang to giggle, Zwei to bark and Ruby, Weiss and Blake to groan.

"Only I can cuddle Yang!" Ruby complained.

* * *

Cinder, Mercury and Emerald meet discreetly at a rooftop.

"All in all, I call today a success." Cinder said.

"Those stupid kids really made a mess of things." Emerald said.

"Yeah. A lot of Faunus didn't make it out the tunnels. You still think the White Fang's gonna listen to us?" Mercury pointed out.

"No." Someone said. They all turned to look at the source of the voice and saw...

Adam Taurus.

"...but they'll listen to me."

* * *

Somewhere at Mountain Glenn, something that resembles a shooting star falls from the sky and crashes on the earth.

This "thing" is a glowing black rock with a bunch of cracks. Each crack has a bunch of orange lights coming from within the rock.

Suddenly, the rock crumbles and a small explosion occurs. As the smoke clears...

A being emerges from it. It appears to be a skinny red humanoid made of energy. His body is enveloped in a soft red glow. His face is somewhat skeletal, lacking a visible lower jaw and having small fang-like projections on either side of the "mouth".

"This world lacks my nanite brothers..." the being said. "...but it still has enough life to sustain me..."

Alpha simply said.

* * *

 **Dun dun duuuuun! Alpha joins the battle!**

 **Don't worry. Alpha won't be appearing in my original arc. He'll be in Volume 3 or other future volumes and will play a major role. I still don't know how, but I've had a history of adapting to stuff when it comes to stories.**

 **Now I'm here wondering... Darkstar is definitely powerful, right? Especially now that I've given him a copy of Gwen's book of spells. With his powers, even experienced Hunters will have trouble beating him if their life force is sucked out of them. And I have a theory that Aura is similar to Mana since both are basically a part of one's soul and life.**

 **Also, I wanna point out something...**

 **Ben hasn't met Penny yet.**

 **Bet you didn't notice that? XDDDDD**

 **Points for you if you did.**

 **Oh and Darkstar and Ben are still not aware of each other's presence in the RWBY universe.**

 **Anyway, thanks for reading and leave a review. Send me a PM if you have questions. Bye bye! Mwah!**


	14. Truth

**Okay guys! I'm back.**

 **(cue Terminator music)**

 **So anyway, this chapter is gonna shatter your world. Why? A very big reveal.**

 **Let's get to reading...**

* * *

Ruby on her upper bunk, Zwei sleeping beside her. Weiss just below them. Blake on her bunk. Ben and Yang cuddling below Blake. It was a quiet night for team RWBBY. It's been days after that little "Roman and the White Fang" incident. Now all they want is a good night sleep. It's been a tiring week.

But fate doesn't seem to agree with that.

A bright flash and a loud sonic boom in the room managed to irritate everyone asleep. Ruby covered her ears with a single pillow, Weiss did the same, Blake simply shifted in her sleep and Ben accidentally laid his head on Yang's breast, but Yang simply hugged him. Zwei, however, was the only one who woke up. He barked at Ruby.

"Go back to sleep, Zwei..." Ruby said, muffled under her pillow. Zwei hopped off the bunk bed.

Zwei barked again. This time, twice and louder. Ruby groaned and took the pillow off her face. "Zwei! I said slee-" She stopped talking. Zwei is looking at Ruby happily as Ruby is just staring at something behind Zwei.

"GUYS!" Ruby yelled. Her yelling caused her teammates to wake up and look at her. After seeing that she's looking at something else, they look at what Ruby is looking at. This surprised everyone, especially Ben.

"Is...Is that you?!" Ben yelled at the person standing behind Zwei.

The man behind Zwei is wearing a simple lab coat and goggles. He's also wearing a brown polo shirt underneath his lab coat. He seems to be at his 50s...but he's been living for 100,000 years and simply stopped aging. His name is...

"Professor Paradox?!" Ben yelled.

"You know him, Ben?" Ruby said, getting off her bunk.

"Of course, he does, young Ruby Rose. He's known me since the day he met me. Or should I say, the day I will meet him. Time travel makes verb tenses really confusing." Paradox replied.

"How does he know my name?" Ruby said.

"Time travel?" Blake asked, facing Ben instead.

Ben rubbed his head. "Yeah...He can do that stuff. And don't be surprised if he knows who you are. He time travels. He's probably met you at some point. Anyway..." Ben faces Paradox. "What are you doing here, Paradox? And why didn't you appear before? Like, when I got transported here for the first time!"

Paradox sighed. "Very well, you deserve an explanation like your real counterpart."

Ben froze in place when he heard that. "Counterpart?"

"Ben...There's something you must know... You are not the real Ben."

Complete silence filled the room.

"...Explain." Yang said, closing her eyes. When she opens them, they were bright red. "Explain why you're telling us that my boyfriend is not real...EXPLAIN!" Yang yelled.

"Calm down, Ms. Xiao Long. Let me talk." Paradox said, clearing his throat. "Ben, do you remember the grenade that Fisttrick threw at you?"

Ben nodded, still don't know how to feel.

"The grenade is made by Eon. I'm sure you remember him. It was designed to incapacitate a target by transporting the target to a small black hole." Paradox explained.

Ben felt silent. Yang held his hand, trying to comfort him. Ruby, Weiss and Blake all looked at each other in worry for their teammate.

"Once the black hole has completely sucked in the target, it will cause the target to be transferred to a different dimension. However... there's a catch. In order for the target to never be found, the grenade will create multiple clones of the original, all with the same memories, appearance and so on. The clones will then be sent to separate dimensions, thus, those who would look for the target, like friends and family for example, will have a hard time determining where the real target is. Eon had Fisttrick do this to you in an attempt to prevent the real Ben from stopping him." Paradox continued.

"So...I'm one of these clones?" Ben asked.

Paradox looked down. "Sadly, yes. The real Ben was transported to a different dimension. But, just last month, he has managed to go back to his dimension after being found by Rook, Gwen and Kevin. The real Ben, with the help of his friends, stopped Eon, at least."

Tears fell from Ben's eyes. Knowing that this whole time that you weren't real, that you were just used as a decoy, it hurts him. Especially after thinking all the memories you have, good or bad...they belong to someone else and simply copied. Ben...Team RWBBY's Ben Tennyson... is not the real Ben. Yang, seeing her beloved crying, hugged him tightly. Ruby, Weiss and Blake all had tears in their face.

Paradox himself felt guilty... but he had to tell the truth.

"Professor..." Ben said as Yang lets go of him.

"Yes, Ben? I'll answer any question you have." Paradox said.

"...What happens to the other clones of the original? Including me?" Ben asked.

"Well, once the original has arrived in his original dimension, the clones will be trapped in the dimension they were transported in. And...well...it has already happened. Even I cannot bring them out of their respective dimensions." Paradox said.

"I see... Then...I'm stuck in Remnant?" Ben asked.

Paradox nodded.

Another silence filled the room. Yang hugged Ben again. Ruby, Weiss and Blake all follow suit and did a group hug. Even Zwei joined in by rubbing his head on Ben's feet.

"I'm sorry Ben... I have told this to your other counterparts and they reacted the same way. But I thought it was best if all of you knew the truth." Paradox said.

"It's okay, Professor. I... I'm... just tired..." Ben said after the group hug ended.

"Very well. But I must go, Ben. As much as it pains me to leave you like this, I have other things to attend to." Paradox said. Ben simply nodded.

"Where are you going?" Weiss asked.

"I am a time traveling hero, Ms. Schnee. Ben is a good friend of mine, but even I have other things to do." Paradox explained.

Blake nodded. "We understand. We'll take care of Ben, Professor."

"Please do, Ms. Belladonna." Paradox replied.

Ben then went back to bed, tears still on his eyes.

"Ms. Xiao Long." Paradox called Yang's attention.

"Yeah?" Yang asked.

"Though I know he cares for all of you young ladies, you are currently the most important person in his life. Please do take care of him." Paradox said.

Yang wiped away her tears and nodded. "You don't have to tell me." Yang said.

"And...please do not try to be rough on him by Friday. He's rather inexperienced." Paradox replied with a smirk.

"Huh?" Yang asked. Sure she knows he's a time traveler, but what's gonna happen in Friday that he knows about.

"Well, take care, young ladies. And take care of your Ben." Paradox said as he disappeared in a bright flash of light.

Team RWBY all looked at each other then at Ben, who has fallen asleep.

"Guys...We need to do whatever we can to comfort Ben." Ruby suggested.

"We know, Ruby. But, as much as it pains me to say this, I feel tired to do that right now. It's the middle of the night." Weiss said.

Blake agreed. "Weiss has a point. We can't comfort him in our current situation. We'll think of something tomorrow."

"Okay. Let's hope for the best." Ruby said. Ruby, Weiss and Blake all went back to their beds. Yang simply sat down on her and Ben's bed. She strokes the hair of her sleeping boyfriend. Tears run down her eyes.

 _Ben...I'm sorry you had to enjure this...I love you...I'll do anything to help you..._

* * *

"I see." Ozpin said to Ruby and Weiss.

"He can't leave Beacon or even Remnant even if he wanted to." Weiss said.

"If he did leave Beacon, he has no place to stay." Ruby continued. "Please, Professor... Let Ben stay with us. I know that actual students need to go through tests or something but-" Ruby said but was interrupted by Ozpin.

"Who says I'm not letting him stay?" Ozpin said.

Ruby and Weiss were astonished at first but then smiled. "Really?" Weiss asked.

"Ben's been staying here for the past one and a half semester. He's practically a real member of the school now. Besides...If his condition is as harsh as you said... Then I believe that Ben may not have a place in the dimension of his counterpart... but he has a place here." Ozpin finished.

Ruby and Weiss both nod.

"You ladies need to tend to your teammate. Besides, your team still has classes." Ozpin said.

Ruby and Weiss looked at their scrolls and saw the time. They nodded their goodbye but before they left...

"Oh, by the way..." Ozpin said. "Tell Ben he's excused from class for the rest of the week. He deserves some time to take this all in."

Ruby and Weiss nod.

* * *

Ben woke up from his bed. He rubbed his head. Then he remembered what Paradox told him and sighed.

"Hey."

Ben looked to his side and saw Yang sitting beside him. "How are you?" She continued.

Ben simply looked down. Yang, seeing him like this, got hurt. She can't stand seeing the people she love to be sad and depressed. Yang gave him a tight but comforting hug. Ben merely reacted by hugging back.

"Ruby and Weiss came in earlier. Professor Ozpin told them you're excused for the rest of the week." Yang said, as both of them break the hug.

"I see. Where's Ruby, Weiss and Blake?" Ben asked.

"They went to their classes." Yang replied.

"...What about you? Don't you have classes with them?" Ben asked.

Yang sighed. "I won't be going to class today. I need to take care of you."

Ben looked down. "Go to class, Yang. I... I need some time alone."

"No. I...I can't just leave you. I..." Yang said.

Ben stopped her by kissing her on the lips. Yang was astonished. This is their actual first kiss. Sure, they have kissed each other's cheek or forehead before, but this one... This is their first lip to lip kiss. And in this kind of situation, too.

Ben broke away from the kiss and said, "Yang...Go to class...I'll be fine."

Yang looked down and wiped away her tears. "Okay...Just...call me on my scroll when you need something."

Ben nodded and Yang took her things and left the room.

Ben sighed and went to their dorm's window. Using the Omnitrix, he dialed in the alien he wants and slammed it down and turned into Astrodactyl. He opened the window and flew away. Away from the school.

* * *

 **Yep. All this time, he wasn't the real Ben.**

 **Now if you think Ben is overreacting at this reveal, think about it...**

 **What would you feel if the memories you have aren't even yours? Those good times you cherish and the bad ones you wanna learn from...All of it, not yours?**

 **Think about it.**

 **Also, Rex won't be appearing in this fanfic. No sir. This is the exclusively a RWBY/Ben 10 crossover. Besides, Alpha is also a Ben 10 villain.**

 **Also, voting for Ben's badass alien is still ongoing:**

 **Feedback, Ultimate Echo Echo, Heatblast, Atomix, Chromastone, Ultimate Big Chill or Alien X**

 **As usual, add a reason why your chosen Alien is badass.**

 **Got** **a question? Ask me in PM. See ya soon. Bye bye. Mwah!**


	15. No Strings On Us

**Got nothing to say for now. So without further ado, let's read!**

* * *

Astrodactyl landed in an empty alley and turned back to Ben. After going out of said alley, Ben took a walk around the city. As he walks down sidewalks and pedestrian lanes, he keeps observing everyone around him. Human and Faunus. He looks at them and sighs.

 _At least the people here aren't experiencing what I'm going through... Unless cloning is already possible here..._

Ben thought as he kept walking.

 _I wonder...if there's actually anyone out there that can understand how I feel._

Ben's train of thought was interrupted when he bumps into someone. A girl to be exact.

The person has short, rather curly orange hair that comes down to her chin, and she wears a pink bow on the back of her head. She also has bright green eyes, light skin and freckles. She wears an old-fashioned blouse with short feminine overalls, as well as a black and green collar with a matching pair of stockings.

The green lines on the side of her stockings also appear to glow at times. She has what appears to be a small and thin backpack.

"Oh. Apologies. I was not looking." The girl said to Ben, who got knocked down after they bumped into each other. Surprisingly, the girl is standing after their collision.

"I'm alright... Ugh..." Ben said as he rubbed his head and stood up.

"Are you okay?" The girl asked.

"Yeah. Felt like I hit a truck, though. Don't worry." He said.

"Oh. Well that's good!" The girl responded and looks around again.

"Uhhhh...You okay there? You bumped into me cause you weren't looking, right? Are you lost?" Ben asked.

Penny nodded. "I am looking for the plaza. Do you know where it is?" The girl asked.

"Oh. Well, Ruby once took me there. I'll lead you there." Ben said.

"Very wel- Wait...Ruby?" The girl asked.

Ben nodded. "Yeah. My friend Ruby...Why?"

"I have a friend named Ruby, too!" The girl said rather happily.

Ben sweat dropped. "Uhhh...yeah. Sure. There are other girls in the world that might be named Ruby, too. Got it." He said with slight sarcasm.

"Oh, you have to meet her some time! Ruby Rose is a good person!" The girl said.

"Yeah yeah- Wait...Did you just say Ruby Rose?" Ben double checked.

"Yes." The girl nodded.

"My friend is also named Ruby Rose!" Ben said. The girl tilted her head.

Then she gasped and said, "Does that mean we have the same friend all along?"

"I guess." Ben said. The girl suddenly leaned in close to his face and narrowed her eyes at him. Ben sweat dropped.

"Ummm..." Ben attempted to say until the girl backed away and gasped.

"You're the boy Ruby has been talking about! Brown hair, green eyes and jacket, and a weird watch! You're Ben Tennyson!" The girl squealed happily.

Ben was rather surprised but not too much. He figured a girl like Ruby is one to tell stories a lot. But then he remembered what the girl said: You're Ben Tennyson. He frowned and looked away.

 _I'm... Not him...I'm just his shadow..._

Ben thought. The girl looked at him curiously.

"Are...you alright?" The girl asked.

"Yeah...I'm fine...And yeah. I'm Ruby's friend. You are?" Ben asked.

"Oh. I'm Ruby's friend!" The girl happily said.

A long pause and silence.

"...Ummm. Yeah. You already told me that. I meant what is your name." Ben corrected.

"Oh. My name is Penny and I am combat ready!" The girl said.

 _Creep alert!_ Ben inwardly joked.

"Ummm... Okay Penny. Nice to meet you. You still wanna go to the plaza?" Ben asked.

Penny nodded. "I am going to meet a few important people." She said.

Ben sighed and said, "Okay. Follow me."

* * *

Ben and Penny are on their way to the plaza. While walking, Ben is narrating his origin to Penny. However, he's not telling her the complete truth.

"So you really are from another universe?" Penny asked.

Ben sighed. "Yes, Penny. I am. Didn't Ruby tell you already?"

"She did not go into detail." Penny said with a smile.

Ben sweat dropped. "Figures."

Suddenly, screaming caught their attention. They turned to the attention of the screaming and saw a crowd of people in front of a burning building. There were also a bunch of firetrucks and fire fighters trying to put out the fire but to no avail.

"The fire's spreading!" One of the fire fighters said.

Penny was rather shocked at the scene. He was about to tell Ben something until she sees that he's no longer with her. She looks back at the crowd and saw Ben heading there.

Ben slaps down his Omnitrix and turns into Big Chill. Big Chill immediately opened his wings and flew at the burning building. Everyone seem to have been in shock to see the strange creature and thought it was a Grimm, but then Big Chill began to blow freezing cold air from his mouth and at the fire. The fire immediately froze and Big Chill continued to rinse and repeat until he has managed to put out all the fire.

The crowd cheered as soon as he was done. One of them spotted the Omnitrix symbol on his chest.

"Hey! I know that symbol! He's one of the creatures that saved the city days ago!" The one who spotted the Omnitrix said. The crowd cheered more as Penny joined the crowd, staring at Big Chill.

Big Chill looked at the cheering crowd. He remembered back in his universe that the people there would cheer for him too whenever he saved the day...But he also remembered... that those memories are not his. He was not the one who achieved all those. He was not the one who beat Vilgax, not the one who saved the universe and not the one...Kevin, Gwen, Rook and Max loved. That was the real Ben Tennyson.

 _I'm just a fake..._

He frowned and flew away. While the crowd was still cheering, Penny got worried of her newfound friend and followed where Big Chill flew off to.

* * *

Ruby, Weiss, Blake and Yang are now all headed back to their dorm. Despite a successful class, they're all still down because of one reason.

They're teammate, Ben.

"I wonder how we can help him." Ruby said to her team.

"None of us know. The best we can do is be there for him." Weiss suggested.

"I don't know... The fact that we can barely do anything for him while he's been there for us when we need him...I feel bad." Blake replied.

Everyone sighed. Yang, however, broke the silence again.

"He has been there for us, huh?" Yang pointed out.

"Yeah. He stopped me from making a decision I could have regretted." Weiss said.

"He told me to slow down or else I'll lose everything I ever fought for." Blake said.

"He showed all of us that when we need someone, we go to our friends. And Ben's our friend. Now he needs us more than ever." Ruby said.

Everyone nodded as they near their dorm. But once they opened the door, they were surprised.

Ben's not here.

* * *

Penny kept following the flying alien. Though she knows that Ben could transform into aliens because of what Ruby told her, she's still a little astonished that he transformed right in front of her. After seeing that Big Chill landed on top of a building, she spotted a nearby ladder and climbed up.

After climbing up, she sees Ben instead of Big Chill. Ben is standing near the edge, resting his arms on the bars while looking over the city below.

"Ben?" Penny said. Ben doesn't turn around, knowing that Penny did follow him.

"Hi Penny." He simply said.

Penny was a bit worried. Her new friend seems down. She goes over beside him and puts a hand on his shoulder. "What's wrong, Ben?"

"Penny... I'm not Ben. I'm... I'm not real." Ben said almost immediately. Penny was a little taken aback. "I'm... a fake. A clone. I was used." Ben kept saying as he looks down. "I'm not real. I'm a freak."

"That's not true."

Ben perks up and looks at Penny, surprised.

"You're not a fake. I don't know why you call yourself a clone. But I know that even if you aren't the real Ben, you're still a person." Penny said.

"Penny...I..." Ben tried to talk.

"I am a synthetic person. A robot." Penny said. To prove her point, she turns around and...her back opens! Suddenly, from inside her, a bunch of swords come out, surprising Ben. The swords all danced around and went back inside Penny's back, which closes afterwards. Penny faces Ben again.

"I, too, thought I wasn't real. That I was just a machine...But...someone told me...I'm still a person." Penny explained.

Ben stares at Penny for almost like an eternity.

"Ben...Both of us thought we weren't real. But deep inside... we're still people. We have a heart and soul." Penny said with a smile.

Ben's eyes were still looking at Penny. He then gave her a all smile. "You're right...Even if these memories aren't mine...I'll replace them with my own, new ones." He said, finally realizing everything. He then hugged Penny, causing the girl/robot to get confused. "Thank you, Penny."

Snapping out of her confusion, Penny gave Ben a back breaking hug, causing Ben to yelp in pain.

"My back!" Ben yelled.

* * *

Back at Cinder's base, Cinder returns as she walks past White Fang soldiers preparing a lot of things. She then spots Darkstar and Adam discussing with each other.

"So you're breaking your alliance with us?" Adam asked Darkstar.

"No no no, my friend." Darkstar clarified. "I am simply going on my own now. You can still count on me as your ally. I'll just do my own plans now."

"I thought we were going to watch the world kneel before us together, Michael?" Cinder said as she joins the two.

"I'm sorry, Cinder." Darkstar says as he turns around.

Cinder then gave Darkstar a seductive hug from behind, running her fingers down his chest. "Well, if you truly want to do things on your own, then you may. Just remember... You do not tell anyone of our plans."

"Of course." Darkstar says as he breaks from the hug and holds Cinder's hand. "Think of this as a race, my dear. Whoever rules the world first, gets to share his or her victory with the loser." Darkstar says, making Cinder smile. "In other words, whether you or me wins, both of us still win."

Darkstar lets go of Cinder as he engulfs himself in white light. "Until we meet again, my love." He says as he disappears.

With Michael gone, Cinder rubs her hand, which Darkstar held a while ago, to her cheek. Adam notices this. "I thought you were faking it?" Adam asked.

"Oh please, Adam. At least Darkstar had manners. Besides..." Cinder says as she heads towards the workers. "...A queen cannot rule without her king."

Adam huffs in disgust at Cinder and Darkstar's unbelievable relationship.

* * *

Somewhere...

"At last...It's finished..." Darkstar says as he stares at a contraption resembling an arc. Inside the arc is a glowing light.

"Now...I will rule the world. But this machine will take some time. I need more people to sacrifice." Darkstar says.

"For now..." He said as he raises his hand towards the arc. His hand glows purple as the arc begins glowing itself.

"Silicus Milez Sasitatio!" Darkstar yelled and the arc glowed even brighter.

* * *

 **Ben finally meets Penny and now, he's gotten over his problem! Yeah, I know, it's quick. But I can't have Ben brooding all the time.**

 **So if you have a question, just PM and I'll answer. See ya soon. Mwah!**


	16. Darkstar Rising

**Hiiii!**

 **So remember Upgrade fusing with a weapon?**

 **Nevermind. You'll find out next time...**

 **Or will you? Hee hee hee...**

 **Anyway, wanna point out to Matt that no. The RWBY / Generator Rex was an original idea of mine that I've had before I even made this story. But I gotta say. Your suggestion is actually the one that reminded me that I should make one for Generator Rex. It just fits so perfectly. Rex is a teenager, a fighter AND has interchangeable weapons. He fits so well in RWBY.**

 **Anyway, let's get to reading.**

* * *

"Thanks again, Penny." Ben said as he and Penny head back to the plaza.

"It's nothing! I simply love helping my friends." Penny replied. Ben and Penny both share a laugh. Penny then stares at Ben for a few seconds.

Ben notices her look and raises his brow in confusion. "What's wrong? Something on my face?"

Penny suddenly seems shy and started rubbing her arm. Ben seems confused. "Ummm...Ben...You won't tella anyone about me being a robot... right?" She asked.

"Of course not." Ben replied. "I promise."

Penny immediately hugs Ben and gives him a kiss...on the lips! Ben blushed and felt embarrassed that Penny would do such a bold move... in public, no less.

 _For a robot, she's a good kisser...Wait! Keep it together, Tennyson! You got a girlfriend!_

Penny breaks away from the kiss and the hug. She then rubs her arm. "Thank you! I'm glad you're keeping my secret."

Ben shook his head and his blush subsides. "No problem... But was the kiss really necessary?"

Penny seemed confused. "My father told me that kissing is a way to show your love for someone."

Ben's eyes widened. _Wait...did I hear that right? She..._

"Well, I just saw that you and I are almost alike and I thought we'd have this so called...chemistry? I am still confused as to how science had something to do with this..." Penny began saying.

"Penny... I have a girlfriend." Ben interrupted. "Her name's Yang. I'm sure you know her."

It was Penny's turn to be surprised as she looks at the ground at shame. "Oh. I'm sorry. I did not know that."

Ben sighs, remembering how Esther reacted about him, or rather the original Ben, and Kai were supposed to be married in the future.

"Still..." Penny suddenly beamed up and smiles. "...I will not give up! I am combat ready! To fight for my love!"

Ben sweat drops. _She's really creeping me out. This day couldn't get any weirder..._

Ben just jinxed it.

An explosion occurs nearby. Ben and Penny look at each other and then headed to where the explosion came from and saw golems lifting people up. The people all seem to be unwillingly taken as the building nearby is on fire. The golems seemed familiar. They're the one's Charmcaster summons!

"Okay. No idea how these things got here...But it won't get any worse-" Ben said as he suddenly realized he jinxed it again and facepalms.

Darkstar emerges from the burning building. "Hurry up. I don't have much time." He ordered the golems.

"Ben?" Penny asked, not turning away her sight from the golems and Darkstar.

"Nope. I'm done jinxing stuff. Hero time." Ben simply replied.

* * *

Yang began pacing back and forth in their dorm. Ruby is sitting on her bed, watching her sister nervously. Weiss is sitting on her bed too, but is more calm than the two sisters. Blake isn't in the room.

"We have to find him! Why are we still staying here? He probably isn't in Beacon anymore. He could be hurt!" Yang said in an almost rapid manner.

* * *

A golem knocks away three Dittos towards a car.

"Ow! I'm hurt!" One of the Dittos yelled.

* * *

"Well...He could still be here, right?" Ruby tried to stay positive.

* * *

At a hallway in Beacon...

"He isn't here anymore." Blake told Jaune. Jaune sighs.

* * *

"Calm down, Yang! Once Blake and Jaune have confirmed he isn't here, then we'll go find him. Okay?" Weiss suggested.

"But I'm worried! Who knows what happened to him? He could be involved in some sort of disaster in the city!" Yang said.

The speakers all turn on.

"All available students, pay attention. There's a disaster in the city!" Glynda said through the speakers.

Ruby, Weiss and Yang all stay silent.

"Ben isn't here anymore, is he?" Ruby asked.

Blake enters the room with Jaune. "He isn't here anymore." Jaune said.

Yang groaned in frustration.

Weiss cups her chin in thought. _I don't know why, but I feel like something escalated quickly..._

* * *

The three Dittos all fuse back together and transformed into NRG. Darkstar stands on top of a golem as it approaches NRG.

"I didn't think you'd follow me even in another dimension, Benjie." Darkstar taunted.

"Oh shut up, Michael. I'm not a stalker like you. And I'm not even the real Ben." NRG responded.

Darkstar's eyes widened but then he calmed down immediately. "I see. So you too used the grenade Eon made."

NRG clenched his metal fists in anger. "How do you know about that?"

"Of course I know about that. Eon and I had a deal." Darkstar replied as he waved his hand and two golems charged towards NRG.

"What?" NRG asked as he blasted one golem with his radiation beam and punched away the other one.

"I have grown tired of constantly chasing after my once beautiful face. I've grown tired of being constantly stopped by you, Kevin and Gwen." Darkstar replied angrily.

"Gwen, huh? Not 'Lovely Gwen'?" NRG taunted.

"Enough!" Darkstar yelled as he aimed his hand at NRG. "Tempestus!" He yelled his spell as a giant torrent of water emerges from the ground and Darkstar controls it to hit NRG, who gets hit by the beam of water and gets knocked back, causing ste to come out due to the heat of his armor and the extremely cold water.

"I have grown tired of gaining my beauty. So now...instead of beauty... I decided to rule the world." Darkstar said, calm this time.

From the steam, green light shines and out comes Armodrillo. "Man. That's cliché and you know it." Armodrillo replied.

"Trust me, I know. But I can't rule the world I used to live in. So instead... I'd go to a world where there would be no one to oppose me. And I found Remnant. Thanks to Eon's special grenade, I was able to get here." Darkstar explained.

Two golems attack Armodrillo but he smashes them with ease and then he slams the ground to cause a small tremor that creates a hole where the golem Darkstar is standing on is. The golem falls in the hole but Darkstar jumped off before he joins the golem. He lands just in front of Armodrillo, who tries punching Darkstar but Darkstar catches Armodrillo's fist, surprising the alien. Darkstar then heatbutts the alien with enough force to knock Armordillo away. Armodrillo lands on his back as he turns back to Ben.

"There a no way Eon would do that for anyone. He always makes deals with people he allies with." Ben figured out.

"Clever. Yes. I made a deal with Eon. I'd give him a copy of Gwen's book of spells if he gives me a couple of his dimension grenades." Darkstar said.

Ben's eyes widened in horror. "You gave Eon that much power? With his time powers and magic, he'd be-" Ben was interrupted by Darkstar.

"Don't be a fool. Of course it was a trick. Even with his power, Eon does not have enough mana to perform magic." Darkstar explained. "Me, on the other hand..." Darkstar added as he raised his right hand towards Ben. "Meenah Goh!" Darkstar yelled his spell as he fires a beam of fire at Ben.

Ben couldn't move fast enough to dodge it...until Penny dives in the middle and counters the fire beam with her laser, causing a huge explosion to emerge from the middle of the laser and the fire beam.

Penny turns around. "Are you alright, Ben?" She said as she offers a hand up, which Ben takes to stand up.

"Yeah. Have you escorted the people to safety?" Ben asked.

"Yes. I've also taken care of the other rock beings that tried taking them." Penny responded.

"Alright. Then we can go all out on Darkstar." Ben said as he prepares another transformation while Penny prepares her swords.

Darkstar himself walked forward through the smoke. "You know that you'll lose, Ben. You _and_ your little ginger friend. It will be an unwise decision to keep fighting."

"Maybe." Ben said and slaps down the Omnitrix and turns into Heatblast. "But it's my decision to make!" Heatblast retorted and propels himself like a rocket towards Darkstar.

However, once he got near enough, Darkstar grabbed Heatblast by his neck and began absorbing Heatblast's life force. Heatblast yelled in pain as he is surrounded in dark energy.

"Ben!" Penny yelled as she runs towards Darkstar, who responds by blasting her with his absorption beam using his free left hand. However, unexpectedly, Penny seems unaffected as she just keeps running at Darkstar, even while her energy is being absorbed. Once she got near, she simply kicked Darkstar away, causing him to drop Heatblast and get knocked towards the burning building from earlier, causing it to crumble on top of him.

Heatblast, lying on the ground, turns back to Ben as Penny goes to his side. "Penny...How did Darkstar's beam not affect you?" Ben asked as he sits up, rubbing his head in pain.

"I do not know. But we must defeat him now." Penny suggested.

"Right." Ben said as he stands up.

Darkstar emerges from the rubble and looks at Ben and Penny, more pissed off than hurt. "You bloody troglodytes!" Darkstar yelled angrily.

 _He's stronger than usual. If I use Waybig or Atomix, I might destroy part of the city. I need a form that can beat him AND not cause enough destruction around us...But who...?_

Ben said in his thoughts. Then it hit him.

"Penny! You trust me, right?" Ben asked his friend.

Penny looks at Ben, confused as to why he's asking but nonetheless, answered, "Yes. I do."

Ben nods as he slaps down the Omnitrix and turns into Upgrade. "Don't freak out, okay?" Upgrade said. Before Penny could respond, Upgrade gave Penny a hug, causing her to blush (wait, do robots even blush?). Suddenly, Upgrade began forming and wrapping himself around Penny.

"What is this?" Darkstar asked himself.

After a few seconds, Penny is now donning a black suit with green circuitry all over her body. She's also wearing helmet on her head with a neon green visor that covers her eyes. Penny looks at herself. "Ben? What did you do?" She asked.

Suddenly, a green lump emerges from her left arm, causing Penny to get surprised. "Gah! Ben!? Is that you?" Penny yelled.

Darkstar snapped out of his confusion as he charges towards Upgraded Penny. Penny reacted by aiming her hand at Darkstar, causing a green laser beam to hit Darkstar, knocking him back a few meters.

"Penny. Right now, anything you can do, you can do it better. And anything you can't do, I'll help you do it." Upgrade said as his head disappears from Penny's arm. He then demonstrates his powers by giving Penny a super sized jetpack (which looks like the one Rex had when he fused with Upgrade).

Penny seemed confused until she raises her arms in the air. "Sensational!" She yelled.

Darkstar stands up, his chest smoking from the laser. "You will pay!" He yelled.

Upgraded Penny simply smirks and her visor covers her eyes. "It is you who will lose, Darkstar." Penny said.

"Yeah. Cause right now..." Upgrade said.

Upgraded Penny summons her swords. But unlike the usual ones, Upgrade has upgraded them into neon green lightsabers.

"We're combat ready!" Both Penny and Upgrade said at the same time.

* * *

 **Yep. I know you like it. Upgraded Penny is gonna be badass. I have a drawing of her in my bio, in case you wanna see what she looks like. Just copy the link then go search.**

 **Anyway, thanks for reading. Leave a review and enjoy life, I guess. XD**

 **As always, if you have a question, ask me in my PM. Bye bye! Mwah!**


	17. The Machines of War

**Hi. I'm back. Thanks for all the positive feedback so far. I appreciate it. And I knew that Upgraded Penny will be liked by everyone. Without further ado...**

 **Let's not waste time and read.**

* * *

Darkstar stares at his new opponent. He knows this is trouble. But he's got a bunch of tricks up his sleeve.

"Hiding behind your friend, Ben? Looks to me that you're just letting her done everything while you just cowardly help her from behi-" Darkstar said but was interrupted by Upgraded Penny when she zooms in and kicks him in the face, causing him to fly into the air.

Upgraded Penny then uses her jetpack to fly at him and punch Darkstar back at the ground. Once Darkstar crashes on the ground, Penny charges a laser on her hands and fires it at the villain, causing a small green explosion. Penny lands back in the ground.

"That seemed a bit overkill... I like it!" Upgrade joked, causing Penny to giggle.

However, from the smoke, out comes Darkstar, seemingly unharmed. "You know, Ben...Beams against someone who can create a magical barrier...You really haven't learned much." He mocked.

"Nah. We were just making you think we didn't know." Upgrade said.

"Indeed. You let your guard down." Penny added.

"What are you..." Darkstar said but then he heard beeping sounds behind him. He turned around and saw nothing. The beeping sound, however, can still be heard. That's when Darkstar realizes...It's not just behind him...It's stuck on his back. He turned his head slightly and sees a bomb attached on his back.

Ben and Penny stuck it on his back earlier when Penny punched him back down on the ground.

"Oh crab baskets..." Darkstar muttered as the bomb finally explodes.

* * *

Three airships have finally arrived at the city. As they all land, teams RWBY, JNPR and Sun and Neptune all come out.

"Alright. We'll all spread out to cover more ground." Ruby suggested. "Sun, you're with us. Neptune, you're with team JNPR."

Everyone else nodded and went on deeper into the city.

At team RWBY's side, plus Sun, the group is silent as they keep looking for Ben and whatever the disaster is.

Sun, rather bored at the moment, broke the silence. "So, ummm...What happened to Ben?"

Blake answered, "It's hard to explain."

"Let's just say he's... not himself today and decided to take a walk to the city." Ruby added.

"Well, what kind of walk are talking about here?" Sun asked.

"An enthusiastic walk." Weiss responded.

"And ending up in the middle of a city that's getting attacked?" Sun asked sarcastically.

"A very...enthusiastic walk." Blake added.

* * *

In another universe...

Alucard suddenly sneezes. Police Girl Seras and one of Ben's clones, who's wearing a black jacket and a red shirt underneath with the Hellsing logo on his back, look at Alucard.

"Master? What's wrong?" Police Girl asked.

"I have this strange feeling we're getting ripped off." Alucard responded.

Ben suddenly spots a woman running away. "Yo, Alucard. Found the chick."

"Oh nevermind. Feeling's gone. Police Girl, take the shot." Alucard simply said.

Police Girl groaned in annoyance. "Master...My name is Seras."

Ben scratched his head. "You had a name? I always thought you're first name is Police, last name Girl."

* * *

Back in the RWBY universe...

Yang kept gaining thoughts about what could've happened to Ben. She can't take it. She needs to find him.

She didn't realize that she's already running ahead of her team. And she didn't realize it further that she's way ahead of her team now.

"Yang! Wait!" Ruby yelled but her sister is already far ahead and separated from the group.

"Ugh...Ruby, we'll follow her. Sun, Blake, you guys check other parts of the city." Weiss suggested.

Blake and Sun nod and they all separated to do their missions.

* * *

Darkstar skids backwards as Penny punches him. Penny then fires her sword/lightsabers at Darkstar, who dodges and unleashes a bunch of fire beams to hit Penny, who created an energy shield to block them.

"Stop wasting my time!" Darkstar yelled and fired another beam. Only this time, it was aimed at the ground beneath Penny, causing a cloud of smoke and dust to block Penny's sight.

"Darn it! We can't let him escape!" Upgrade said.

Suddenly, a shadow looms over Penny and Upgrade.

"Who said I'm escaping?" Darkstar said, standing on top of a giant black Grimm dragon.

"...Is that a dragon?" Upgrade asked the obvious.

"...I think it is." Penny said the obvious.

"Magic, Ben. It can do a lot of things." Darkstar replied and the dragon breathes fire at Penny, prompting her to create a force field to protect herself and Upgrade.

After it stops blasting fire, the dragon attempts to kill the two with it's clawed fingers. However, when the smoke from the fire clears, Penny's right hand is now transformed into a giant cannon. She fires it at the beast but the dragon dodges and flies upward. Penny reengages her jetpack and flies after the dragon. She summons her laser bladed swords and fires them at the dragon, who uses it's tail to slap them away like nothing. The beast then breathes fire at Penny, who dodges and flies at the dragon. The dragon attempts to punch at Penny.

* * *

Yang was still running around the city, looking for Ben. It looked like the place has been evacuated and she can only see Atlas soldiers in the place.

Suddenly, an explosion catches her attention and she stops. She looks around to find the source. Once another explosion occurs, she heads to where she heard it.

 _I can't lose you...No...I can't lose another person important to me..._

Yang said in her mind.

* * *

Upgrade has turned back to his human form. Ben is now lying on the ground, tired, while Penny herself is still standing, facing Darkstar and his Black Dragon.

"I'll beat your tech with my magic any day, Ben." Darkstar mocked as his dragon roars at the two.

Ben stands up, panting loudly as he's given all he has as Upgrade. "If only I was robot with no need for lungs...could be reeeeeally useful right about now..." He joked, still panting.

Darkstar, however, perks up. As if he just felt something. "I see..." He said to himself. Ben and Penny did not fail to notice this.

"What's wrong, Darkstar? Finally realizing you'll lose?" Ben joked. Penny, however, just tensed up.

"No. I just got good news. I'll see you later, Tennyson." Darkstar replied as he snapped his fingers and disappeared, only leaving the Grimm Dragon behind.

Ben and Penny tensed up as the beast walks menacingly towards them. However, an explosive shot hits the dragon's face. Ben and Penny see Yang on top of a nearby building. She then jumps towards the beast, who shook it's head and attempts to eat Yang. However, she simply heads to the mouth itself and forces it open. As the dragon tries to close it's mouth, Yang holds the upper jaw of the beast with her left hand while she fires through it's mouth using her right gauntlet, all while yelling, "I! HOPE! YOUR! HUNGRY!"

The dragon then shook it's head and forced Yang to come out it's mouth, landing right in the middle of Ben and Penny. Ben was a bit shocked to see her. "Yang, I..." He tried saying but was interrupted by Yang when she punches him in his gut, causing him to sprawl and kneel in pain while clutching his belly. Even Penny covered her mouth in shock.

"You idiot! You had us all worried! You had ME worried! You didn't leave a message, you didn't tell us where you would go, you...you..." Yang yelled but began lowering her voice.

Ben looked at her, ignoring the pain from earlier to focus on Yang. "Yang, I'm sorry...I..."

However, the dragon has recovered from Yang's attack and roars at the three.

"Excuse me! We're talking here!" Yang half jokingly and half seriously said.

"Ummm...Shouldn't we be focusing on the dragon?" Penny pointed out.

However, before the dragon could attack, a bunch of explosive shots and Dust all bombarded it. Ben, Yang and Penny looked to where it was coming from and saw Ruby, Weiss, Blake, Sun, Neptune and team JNPR are all firing at the beast (the ones with ranged weapons anyway).

"Shoot him!" Ruby said as they all kept firing. Nora was even laughing maniacally.

Ben gained a beaming smile as he watches his friends. "You guys..."

Sun, Neptune, Nora, Pyrrha and Ren all kept firing at the dragon while Ruby, Weiss, Blake and Jaune join Ben, Penny and Yang. "So...What did we miss?" Ruby asked Ben.

"Well...Darkstar caused mayhem on the city, summoned this dragon then escaped." Ben said.

"Darkstar? Who's that?" Blake asked.

"Bad dude. An enemy of the original Ben." Ben responded. Ruby, Weiss, Blake and even Yang were surprised he mentions his original counterpart rather...nonchalantly.

"Ummm...You seem...okay now, Ben?" Weiss said.

"I've gotten over it. Don't worry." Ben replied. All the girls sigh in relief.

"Well...That's one problem solved. How do we find this Darkstar?" Yang asked.

Ben cups his chin in thought. "I don't know. I can't track mana like Gwen. But maybe I can track his scent. If only we had something that belongs to him..." Ben said his thoughts outloud.

Team RWBY all look at each other in confusion, as they have no idea what Ben's saying.

"Will this suffice?" Penny suddenly said, holding a piece of black cloth.

"What? Penny, where'd you get that?" Ben asked.

Penny pointed behind Ben. Ben turns around and RWBY all look as well, seeing some torn clothing from Darkstar's outfit.

"You do realize that we've been making hits on Darkstar a while ago, right, Ben?" Penny pointed out.

Ben internally screamed in frustration as he felt like an idiot for not realizing. But otherwise pretended and grabbed the cloth. "Of...Of course I knew!" Ben replied.

Team RWBY all facepalmed.

* * *

"Now...It's complete." Darkstar says as he faces the arc he built. "Now...To finish everything..." He added as he tapped on a nearby computer and inserted a Dimension Grenade on a slot attached to the arc.

The arc began glowing more. The light coming from it is a combination of orange and violet light instead of it's usual violet only.

"So it begins." He said and taps on a single button.

* * *

Minutes later, they all have taken down the dragon and it began evaporating into smoke.

Ben is searching his watch for Wildmutt so he can sniff out Darkstar.

"Ya know...I'm still mad at you." Yang said, pouting and crossing her arms. Ben sighs and stops what he was doing.

"Look, I'm sorry, okay? I just needed some time alone." Ben explained. Yang wasn't convinced.

"Suuuuure. Time alone. So why's Penny with you?" Yang said.

Ben gulped. "Wait...Are you jealous?" Ben asked.

"Of course I am!" Yang yelled and they continued to argue. Ruby, Weiss and Blake all sweat drop at the commotion.

"Guys...Shouldn't we be... focusing on Darkstar?" Ruby said but was ignored.

However, a large booming sound caught everyone's attention. Suddenly, a purple and orange laser fires up to the sky, causing the sky to darken. It began raining purple water.

Ben's eyes widened.

"What is Darkstar doing?" Ben whispered to himself.

"Attention, Vytal." Darkstar's voice boomed throughout the city. "Your god has come. Now bow."

Team RWBBY, JNPR, Sun, Neptune and Penny are all worried.

"Surrender and praise me...I'll spare you all. Disobey..." Darkstar said. Right on cue, a bunch of his magic golems sprang up from the ground, all over the city.

Atlas soldiers all bring out their weapons, firing at the monsters. However, each time they destroy one, another takes its place.

Even our heroes get surrounded.

"...Disobey... And you'll die." Darkstar finished.

Ben and Yang both grit their teeth.

"Finally forgive me?" Ben asked.

"Yes. Let's kick his butt." Yang replied.

"Yay! Power couple!" Ruby joked. Weiss covers her leader's mouth.

"No. None of that. Shame on you." Weiss responded.

* * *

 **Done! That's all for now.**

 **And yes, one of Ben's clones end up in Hellsing Ultimate Abridged.**

 **I think I'll make a story about him...**

 **Leave a review and PM if you have a question.**

 **Bye bye! Mwah!**


	18. Zuìhòu Xīshēng

**LLLLLLLLLet's read!**

 **So, I think I'm focusing more on this story until I finish it. Then once Volume 3 shows, I'll be posting a single chapter then wait for the rest of the Volume to finish. Hopefully Yang doesn't get shipped with anyone else in the canon so Ben x Yang would still work.**

 **Well...Let's get to reading.**

* * *

 _You...can't have...my life..._

 _I'm not... your sacrifice..._

* * *

Teams RWBBY, JNPR, Sun, Neptune and Penny are all taking down the golems Darkstar summoned. No matter how much they try, they keep coming back.

"This is pointless! Their numbers aren't dwindling down." Weiss pointed out as she encases a golem in ice.

Ben, currently as Four Arms, punches down a golem. "Darkstar's gotten more powerful than I remembered." The alien replied.

As they all fight, a group of Atlas airships all fly towards where the laser shooting through the sky is coming from. It was the old observatory at the mountains. The ships all open fire at the building while Atlas robots all drop down from the ships. However, the bullets from the ships all get deflected by an invisible force field. The robots all try shooting at the force field as well, but with no luck.

Then, multiple golems sprung from the ground and all grabbed the robots, smashing the machines with ease. Then, some of the golems all uprooted the trees around the observatory and threw them at the ships. Some even lifted boulders and threw them at the same targets. All the airships get destroyed.

* * *

"We can't get close." an Atlas soldier said to General Ironwood while they're on the observatory deck of the larger ships.

The General cups his chin in thought.

* * *

Meanwhile, our heroes are still fending off the golems. Like before, the golems are still coming while the heroes are visibly getting tired.

Ben, as Big Chill, is helping Ruby take out some golems as he freezes them while she shoots the frozen monsters.

"This is going nowhere." Yang pointed out as she punches a golem down.

Blake slashes down a golem then looks at the laser in the sky. She begins thinking. "Guys. I got an idea. Instead of taking down these things, why don't we hit the source?" Blake suggested.

Weiss stabs a golem and used fire Dust to make it explode from the inside. "Why didn't we think of that earlier?" Weiss complained.

Ruby nods. "Alright. We'll go take down Darkstar himself."

"What about these people? We can't leave them while these things are attacking." Big Chill said.

"We'll handle them!" Jaune said as he blocks an attack from a golem then Pyrrha kicks the beast away.

"You five go ahead and stop Darkstar. We'll hold off these rock creatures." Pyrrha added.

"Besides..." Sun says as he smacks two golems with his staff. "...these things aren't worth your time. All the fun is in the final boss." He added.

"You must hurry!" Penny said as four of her swords pin down four golems.

Ruby nodded as she gestures to her team to follow her. Big Chill got a better idea.

"Alright. Everyone better not have motion sickness." Big Chill said.

Weiss raises her brow in confusion. "What do you mea-" She was interrupted when Big Chill slapped the Omnitrix symbol on his chest and turned into Cannonbolt. "...You've never shown us that form. What does it do-" Weiss was interrupted again when Cannonbolt grabbed her, Ruby, Blake and Yang.

"Hold on to your butts." Cannonbolt said as he turns into his ball form, with team RWBY inside.

"Ugh! Ben! This is gross!" Weiss yelled inside.

"Please tell me he's not gonna do what I think he's gonna do..." Blake responded and Cannonbolt immediately rolled out and spun towards Darkstar's observatory hideout.

* * *

Darkstar stares at the arc he had built, which is currently connected to the observatory's telescope that's aimed at the sky, firing the laser. Beside him is a couple of screens connected and hacked into the city's CCTV cameras. He can see the soldiers defending themselves from his golems. He can see airships crashing because of his Nevermores he controlled with his magic. He can see everyone suffering.

"Once I get this city, all four kingdoms will try to save Vale. Then I'll use that chance to invade their kingdoms while thier forces are busy getting destroyed in the trap I'll set. Once that's done, I'll use all my magic to rule over Remnant. Soon...I'll have a world created in my own image." Darkstar said to himself.

However, he was interrupted when Humungousaur punches down his walls and enters inside with Ruby, Weiss, Blake and Yang, weapons all ready.

"Ya know...That was a bit too much." Weiss pointed out at Humungousaur, who just shrugged.

"Meh. Does it matter at this point?" Yang replied.

Darkstar faces the five. "You seem confident." He said to them. "How did you get through my magical barrier?"

"Well..." Ruby said.

* * *

A few minutes ago...

Cannonbolt kept rolling out towards the observatory, as he's followed where the laser was coming from. He made a break for it and rolled towards it...until he hits the barrier and caused him to bounce off and dropped team RWBY off as he lands on his back and turns back to Ben.

"Ugh...Never do that...again!" Weiss complained as she gets up.

"That was fun!" Ruby said as she stands up happily.

Team RWBBY all walks towards the barrier. Ruby tried touching it and she felt like there really is a wall in front of them even though they can't see it.

"How do we get through?" Blake asked.

"Let's bust it open!" Ben and Yang suggested. Yang immediately began beating on it and Ben turned into Humungousaur and did the same. Weiss facepalmed.

"That's always your solution to everything, huh?" Weiss mocked.

However, golems began sprouting out from the ground and charged towards the five. The team immediately defended themselves and fought back the monsters.

As the fight continued, Ruby noticed when Humungousaur accidentally slapped a golem holding a boulder with his tail without realizing, the slapped golem gets through the barrier along with the boulder it's holding. "Hmmm..." Ruby muttered.

She decides to do a theory. One golem headed towards her, holding a huge lamp post from a nearby pathway leading to the observatory. She uses her scythe to slice the lamp post in half, confusing the monster. She then uses her weapon to slap away the golem. When the golem was crashing towards the barrier, it ended up letting go of the sliced lamp post. The golem then went through the barrier...but the lamp post bounced off said barrier!

"That's it!" Ruby yelled.

Humungousaur, who just smashed two golems into each other, looked at Ruby. "That's what?"

"Those things are made of magic right?" Ruby asked.

The alien nodded as he punched down another golem. "So is the barrier. Why?" Humungousaur askout

"Anything they're holding can also get through the barrier. If we hold on to them..." Ruby said.

Weiss got her point as she freezes multiple golems. "...We can get through the barrier." Weiss finished.

"Alright. Everyone on my back!" Humungousaur ordered and his teammates all did so. He then began charging towards the barrier as he grabs multiple golems getting in their way. With this, he and his team, along with the golems, all get through the barrier.

* * *

Currently...

"...Just a dumb technicality on your part." Ruby mocked at Darkstar.

Darkstar sighs.

Humungousaur turns back to Ben as he looks at Darkstar. "Michael... How long have you been here?" He suddenly asked.

Even Darkstar was surprised at the question. "Why do you ask?"

"There's no way you could've set up all this equipment, your barrier spell, your teleportation spell and those Grimm creatures you controlled in only few days. I'm willing to bet you've beem here for at least a couple of months." Ben said. His teammates all just listen to the two.

"Oh silly Ben... I haven't stayed in months..." Darkstar said. "...I've been here in a year."

Team RWBBY all had their eyes widened. "A...year?" Ben double checked.

"Yes. A year. I've been studying about Remnant and it's kingdoms and warriors." Darkstar replied. "You see, I've come across Aura. I'm sure you know what that is. I've theorized that Aura is similar to mana. As both are spiritual energies found in a body of a living being, I can absorb it. Thanks to a...good friend of mine...I managed to unlock my Aura." He continued.

Team RWBBY all tensed up.

"And of course, I also discovered something... intriguing with Aura. With mana and Aura combined, I can make everything I do more powerful than usual. Plus, I gained a new ability from Aura." The madman continued as he suddenly started making his hands glow with black energy.

"What's he doing?" Yang asked Ben.

"He could be preparing another spell." Ben guessed.

Darkstar, however, just laughed. "It's not a spell, Ben!" He said as he formed a glowing black sword on his hands.

Blake realized what he meant. "It's not a magic spell! It's...!"

"Semblance." Darkstar said as he summones more swords, all floating around him, like how Penny does it. He then fired the swords at the team and they all dodge.

"You've gained this much power in a year?!" Ben asked.

Darkstar then used his Semblance to create a giant shuriken and he makes it spin towards the team. "Yes, Ben. My semblance allows me to create weapon constructs using my Aura. Combined with my magic, I can enhance their power." He explained as he snaps his fingers.

The shuriken then multiplies into five smaller ones and all head towards one target each. Team RWBBY all began to dodge around the deadly constructs.

Darkstar crossed his arms in amusement. "What a lovely sight. Dance for me more, pests." He mocked.

However, Ruby managed to use her scythe's gun mode to shoot the shuriken. She then aims her gun and fires at the other 4 disks to save her teammates. "Is that all you got, Doctor Doom?" Ruby joked.

"As a matter of fact..." Darkstar quipped and created multiple missile constructs. "...No."

The missiles all fire at the team. Weiss gets an idea and casts a glyph underneath Blake. "Blake! Like last time!" Weiss yelled as she backflips to dodge a missile.

Blake nods and, using her new power, slices through all the missiles, destroying them all.

"Not bad. But can you handle-" Darkstar tried to say until Yang and Ben, as Chromastone, punches him on his face/helmet, knocking him back.

"Handle winning? Yeah. We can handle that." Yang mocked.

"What she said." was all Chromastone could say. Ruby, Weiss and Blake join the couple.

Darkstar chuckles as he stands up. "You 5 are gullible. You really think I would lose that easily?" He said as he creates more constructs.

"Bring it on!" Ruby yelled.

"If you says so..." Darkstar says as he finished his constructs, which all surprised team RWBBY.

In front of them are exact replicas of Ruby, Weiss, Blake and Yang. Except these ones have the same color as the golems earlier. They seem to be simply soulless copies.

"W-W-What?" Weiss stuttered.

The clones all attack the original. With team RWBY occupied by their dark clones, Ben was left with Darkstar. "You're a coward. You'd use our own power against us?" Chromastone yelled angrily.

"It's called strategy." Darkstar mocked. "However, I couldn't replicate you cause I can't replicate all your forms in your watch."

"So it's you verses me, huh? I can dig that!" Chromastone said.

"Actually..." Darkstar corrected him as he creates another construct. This time, Chromastone was more surprised.

Darkstar created a replica of...Rook Blonko. Same color as team RWBY's clones, complete with a Proto Tool in sword form.

"R-R-Rook..." Chromastone muttered.

"Miss him? How about I complete the reunion?" Darkstar mocked as he created two more constructs. This time, he created rock monster versions of Gwen and Kevin!

Chromastone, unfortunately, turns back to human, eyes widened and his jaw dropped in horror.

"Look Ben...It's your friends... Oh wait. They weren't your friends. You're just a fake." Darkstar said as Fake Rook, Gwen and Kevin all charge at him.

Ben grits his teeth and slaps down the Omnitrix. Unfortunately, he didn't turn into anything as his watch is still recharging.

"Oh crab baskets." Ben said as the fake versions of his previous friends attack him.

* * *

Yang skids backwards as her clone punches her.

"He doesn't love you."

Yang looks up to see her clone standing upside down on the ceiling.

"He doesn't love you. He only craves you for your body. Once you're ugly, he'll leave you. Leave you...just like your mother." Yang's clone mocked.

Yang's eyes widened and she became really angry, she jumped at the clone.

* * *

Weiss lands on her back as she was hit by her clone.

"You're a disappointment."

Weiss stands up to look at her clone that's floating in mid-air, standing on a glyph.

"Look at you. So weak, you can't beat yourself. You're a disappointment to the Schnee family." Her clone mocked.

Weiss grits her teeth.

* * *

Blake and her clones locked swords as they stare eye to eye.

"You're no good."

Blake's eyes widened as she suddenly sees her clone talk.

"You're not who you are anymore. You used to be a powerful monster. I should kill you, then replace you and continue what you started: being a mosnter from the White Fang. Adam will be proud of me." Her clone mocked.

Blake grits her teeth as she continues pushing back her clone, tears forming from her eyes.

* * *

Ruby lands on her rear as her clone zooms past her.

"You call yourself a leader?"

Ruby rubs her head and looks around, only seeing black petals falling around as her clone uses it's speed to keep herself out of sight.

"A real leader could've finished this fight right now. You're a failure! Your team will be disappointed at you! You can't lead them properly. You're still a child. You're not so special after all! You're a failure as a leader. You're a failure as a teammate. And you're a failure as a friend." Ruby's clone mocked as it appeared behind her.

Ruby turned around just in time to block it's attack. She tries holding back her tears.

* * *

Ben gets knocked back by fake Kevin as fake Gwen wraps him in a mana rope as fake Rook walks towards the helpless teen.

"You're a fake, Ben. Like us." fake Kevin said as he crosses his arms.

"Just surrender and let Darkstar rule." fake Gwen says as he tightens the rope, causing Ben to yell in pain.

"With him as our ruler, Remnant will be free from suffering." fake Rook said.

Ben grunts as he attempts to free himself from the mana rope. "No thanks. I'd rather not drink smoothie for a month..." He says as he managed to free both arms. "...than to have Michael as my leader!" He mocks as he slaps down the Omnitrix and turns into Heatblast.

Heatblast then released heat from his body, causing a small explosion that frees him from the rope and destroys fake Kevin and Gwen, but fake Rook managed to clear from the explosion.

"Now buddy..." Heatblast mocked as he enters a fighting stance. "...How about a good ol' spar? For old times sake?"

* * *

Yang and her clone continue their fighting as they end up outside the observatory, but still inside the barrier. With her clone wrestling on top of her, Yang kicks her away, the clone landing perfectly on it's feet.

Yang stands up and prepares to fight the fake again.

"You're a coward." The clone suddenly said.

Yang got startled. "What?"

"You hide behind your uncle when you couldn't protect your sister. You hide behind your team and let them deal with their problems. You hide behind your rage when your enemy obviously terrifies you." The clone kept saying as she walks towards Yang. "And you hide behind your tears...when Ben needs you the most."

Yang's eyes widened as her morale is rapidly dropping.

"You're a coward. That's why your mother left you. She left you...because you're always too afraid to do anything. You hide behind a fake smile...to hide your cowardly face." The clone said, now up close to Yang.

Yang instinctively tried to punch her faker, but the clone catches her fist easily and the clone punches her on her gut, causing Yang to kneel in pain. The clone wasn't done as it then kicked Yang away, making her crash into the barrier.

The clone then proceeded to fire multiple mana shots at Yang, creating small explosions that engulf her.

The clone then gives off a sinister smile. "And you accepted death...like a real coward."

* * *

Weiss' clone manages to pierce through her glyph using it's own Myrtenaster. "Look at you. Wasted and gasping for air." The clone mocked.

It's true. Weiss is already tired. Using multiple glyphs during her fight with the faker has taken a toll on her. She's still trying her best to beat her clone, but the clone seems more superior in every way. Weiss' last glyph that's protecting her shatters as the clone breaks it.

Weiss herself has knelt down in fatigue.

"You're a great shame. You're a disappointment. One such as yourself must never be entrusted to uphold the name of the Schnee." The clone mocked. The clone then uses the blade of her rapier to make Weiss chin up. "Even if you were to defeat me, what would you be left to do afterwards? Would you just continue to pursue ideals that are impossible to attain? I think it's about time I showed you just how meaningless your struggle is. You will never achieve what you wish to achieve. None of your loved ones will achieve it either. Assuming they live long enough to even try to help you in your pathetic attempts." The clone responded as it kicks away Weiss and uses mana, combined with ice Dust, to imprison Weiss in a glacier of pink ice.

The clone turns it's back around. "Like I said...A great disappointment"

* * *

Blake gets slapped by her clone, causing her to get knocked back.

"You're disgusting." Her clone mocked. Blake stands up and fires at her faker but the clone deflects them all like nothing as it unflinchingly walks towards Blake. "You put shame on your kind. You could be fighting alongside your brothers and sisters. Alongside Adam! To fight for your people's freedom!" The clone continued.

Blake then charges forward to try and slash at the clone, but said faker parried her attack and grabbed Blake by her neck, lifting her up.

"I will take your place and make Adam love me." The clone said as it throws Blake at some crates.

* * *

Ruby kept slashing and shooting at her clone, but it's much faster than her and it kept dodging. Then, it managed to find an opening and kicked Ruby in her gut, causing her to get knocked away and land on her back.

"You know the only reason Ozpin took you in?" The clone mocked as Ruby tried to stand up, trying to ignore the pain. "He felt pity on you. He only took you to Beacon so you wouldn't whine. He only made you leader so you wouldn't cry. He only allowed Ben to join your team so you wouldn't complain."

Ruby grits her teeth as she struggles to hold back her rage. "That's not true!"

The clone smiles sinisterly. "Oh, but it is-" However, it was interrupted as Ruby managed to slice it in half. "W-What?" The clone got surprised.

* * *

Yang's clone is still smiling...until Yang swiftly charges in and punches the clone in its face, causing it to gget knocked away, it's rocky cheek cracking.

"I'm not a coward." Yang replied, opening her eyes, revealed to be red in color. "I literally have the power to take damage and convert it into my own power."

* * *

The ice prison Weiss was in suddenly starts cracking and her clone looks at it in surprise. The glacier then explodes with white energy, revealing Weiss glowing with the same glyph she cast at Blake earlier, as some blood from her forehead is quite visible.

"I am not a shame to my family." Weiss said as she brings up Myrtenaster, it's Dust cartridge rotating. "I am a Huntress and a Schnee. With that, I bring more honor to my family by being both a powerful warrior and an intellectual heiress."

* * *

Before Blake's one could realize what's happening to the other clones, Blake suddenly charges in and stabs her clone in it's neck, preventing it from speaking.

"I still fight fight for my kind. But in a more civil way." Blake responded as she loads some combo Dust in her weapon. "If I fight as a member of the White Fang, then I'm only dirtying the name of my kind."

* * *

"I'm a leader!" Ruby yelled as she fires at her clone's head, destroying it's head and killing it. "It's not about me...It's about my team. I don't care anymore what happens to me. My team is my top priority." Ruby said firmly.

* * *

Yang and her clone clash as they charge towards each other, their fists colliding, creating a huge shockwave. "If I have to take every hit to protect my friends...I'll do it!" Yang said as she puts more force in her fist, causing the clone's own fist to start cracking.

"I'll be their shield. I'll be the one hiding them behind me. I'll take everything painful for them and let them land the final blow!" Yang yelled as she finally uses all her power and destroy her clone once and for all. "I am... Yang Xiao Long."

* * *

Weiss then slides forward and stabs her clone in it's gut and continues sliding, her clone still stuck on her blade. With that, she pins her clone to a wall with Myrtenaster and uses white Dust to finally destroy her clone.

"I am Weiss Schnee..." Weiss said.

* * *

Blake then attacks her clone from all sides using a combination of Dust, her Shadow clones and blade strikes and finally destroys her clone by unleashing an energy wave using Dust to slice it in half, destroying the faker.

Blake stares at the rocky remains of her faker. "I am Blake Belladonna."

* * *

"I am Ruby Rose...And..." Ruby says.

* * *

"...I..." Yang says.

* * *

"...Am..." Weiss says.

* * *

"...A..." Blake says.

* * *

"Huntress!"

* * *

Heatblast manages to defeat fake Rook by delivering a fiery uppercut to his face, destroying the fake.

Darkstar looks at Heatblast in awe and irritation. "It seems trying to lower your morale is out of the question now." He said to the fiery alien.

"Come on. I'm not the real Ben. I'm not related to either Gwen, Kevin or Rook. Besides..." He said as he prepares a fireball on both hands. "My new family is Ruby, Weiss, Blake and Yang. I could care less about the real Ben's family. Their his problem. This is my new home. I belong in Remnant." He finished and threw the fireball at Darkstar, who simply

"I see. So what would happen if I broke _them_ instead?" Darkstar mocked.

Heatblast eyes widened and he burned furiously in anger.

Ruby, Weiss, Blake and Yang then finally join him, prepared to attack Darkstar. "First one to beat him up wins 500 Lien." Heatblast joked.

Then, the whole team RWBBY all jumped at Darkstar. However, the magician decides to end everything by using a special spell. "Fulgur Legumina." He whispered and unleashed a huge pulse of electricity from his body that sent the entire team flying across the room. It even managed to turn Heatblast back into Ben.

Ben sits up and rubs his head and looks at his Omnitrix. It's crackling with blue electricity and seems powered down. "Omnitrix motherboard error. Rebooting for repairs." The Omnitrix said as if turned front green, white and black into completely black.

"Oh come on!" Ben whined at his powered down watch.

Darkstar suddenly created a spear construct on his hands and aimed it at Yang, who's still a little bit in pain from Darkstar's spell. "Watch closely, Tennyson." the mad man said, causing Ben's eyes to widen. Ben immediately ran towards Yang.

Darkstar wastes no time as he throws the spear at Yang. Yang perks up and sees the spear incoming. She couldn't react as th spear nears her. She close her eyes to wait for the inevitable.

However...

It never came.

Yang opens her eyes and sees something she wished she never saw.

Ben's impaled with the spear...right on his heart...in front of Yang...to protect her.

Her eye's widen as Ben falls down to the ground, the spear disappearing. As he lies down...he sees a light...And his eyes close.

Yang's eyes are still wide open, tears falling from them...

And they turn red.

* * *

 **Got nothing to say. Imma just leave that here.**

 **Brace yourselves for the next chapter.**


	19. The Storm Behind the Calm

**Now you know why there's a tragedy tag in the summary.**

 **Let's get this started!**

* * *

Darkstar wastes no time as he throws the spear at Yang. Yang perks up and sees the spear incoming. She couldn't react as th spear nears her. She close her eyes to wait for the inevitable.

However...

It never came.

Yang opens her eyes and sees something she wished she never saw.

Ben's impaled with the spear...right on his heart...in front of Yang...to protect her.

Her eye's widen as Ben falls down to the ground, the spear disappearing. As he lies down...he sees a light...And his eyes close.

Yang's eyes are still wide open, tears falling from them...

And they turn red.

* * *

Sun and Neptune are back to back, standing on a pile of rocks that were the remains of the golems. Both kept fending off the monsters as they kept firing at them.

Suddenly, they heard a huge rumbling sound coming from the observatory.

"What are they doing there?" Neptune asked his partner as he fires at a golem.

"I dunno. Probably kicking butt." Sun said as he backflip kicks a golem.

* * *

Jaune stabs a golem as Pyrrha beheads it. Then, they heard the same rumbling sound earlier.

"What was that?" Jaune asked.

Pyrrha just narrows her eyes.

* * *

Darkstar smiles at his victory. He has finally done what no other villain in his universe has done... He has killed Ben Tennyson. He feels like laughing like a madman. With Ben out, all he had to do was deal with those annoying-

"NOOOOOOOOOOOO!"

-pests?

"NOOOOO! No...No...No!" Yang kept yelling as Darkstar looks at her and she was engulfed in a lot of flame. Her eyes were bloodshot red and her rage can be felt a mile away.

"Ben...Ben...NOOOO!" Yang yelled as she charge forward and punched Darkstar on his face/helmet so hard, it caused a large crack on the side of his helmet and knocked him back into a wall.

Darkstar attempted to stand up, but Yang landed on his chest, causing him to cough out blood as Yang unleashes a brutal barrage of punches.

* * *

Ruby, Weiss and Blake all go to their fallen friend. Weiss puts Ben's head and back on her arms while looking at his blank face, blood trickling out of his mouth. "Ben..." She said as tears began falling from her eyes and she cries loudly as he hugs Ben out of grief.

"Ben...Please...Come back...You're tougher than this, right?" Ruby said as she cries with a fake smile on her face.

Blake herself is crying but bites her lip to prevent her whimpering from coming out her mouth.

 _Ben..._

She said in her mind.

"Ben...Wake up...Don't... Don't go!" Ruby said as she cried and held Ben's left hand.

The Omnitrix has shut down. They can't save him.

No more RWBBY...

Ruby and Weiss cried loudly while Blake still bit her lip, tears falling from her eyes.

* * *

Yang is panting. She's a little tired. She can't remember how many times she's already punched Darkstar as she gets off his supposed dead body. Her eyes are still burning red.

"Ben..." She whispered to herself.

...

...

...

"You'll join him soon."

Yang gets startled as she turns around just in time to get blasted with dark energy, which began eating away at her Aura. She kneels in pain as she looks up to see Darkstar, still alive. Only, his clothes are a little dusty and his helmet began repairing itself. That's all Yang has done! After an unrelenting barrage, all it did was dirty his clothes and annoy him!

"Do you really think you're a match for me?" Darkstar mocked as he continued absorbing Yang's power. However, to his surprise, Yang stood up and began walking slowly, in pain no less, towards Darkstar. He decides to amp up his blast by using both hands, but Yang kept walking slowly, ignoring all the pain...and growing stronger. "Impossible!" Darkstar yelled. After Yang has finally neared the madman, she punches him on his gut and then at his chest, causing to get blown through the wall and end up outside the observatory. Yang then kneels in pain as the blast from Darkstar has finally stopped.

She looks at the hole in the wall with her red eyes and follows Darkstar outside.

* * *

Weiss is has stopped her loud crying but tears are still falling from her eyes.

She tries to cling to a good memory.

* * *

"Ben! I told you to put these Dust cases at their proper place when you're not using them anymore!" Weiss yelled at Ben, who's drinking a smoothie in the dorm.

"You told me that? I don't remember." Ben replied then continues sipping on his cup.

"Ugh...I'm going to visit my father and I have not fixed my clothes and _someone_ had the bright idea to not put things on their proper place!" Weiss complained as she goes to her suitcase and prepares some clothes.

Ben looks at her curiously.

As Weiss prepares her suitcase, Ben suddenly turns into XLR8 and goes zooming all over the room. Weiss looks at confusion as she sees XLR8 clean the room, fix the beds, put back the Dust cases and even fold all of Weiss' clothes...all in under 2 minutes. XLR8 stops in the middle of the room.

"Ta-da!" He said as the room even sparkles clean.

Weiss smiles then blushes as she looks away, faking a frown. "Thank you...But I could've done it myself." She said, tsundere mode

XLR8 turns back to Ben as he suddenly pokes Weiss on her forehead, surprising her. "No prob, bestie." He joked. Weiss blushed more and sighs.

"...I'll repay you someday." She suddenly said.

"Huh? Just for fixing your stuff? You don't have to, Weiss." Ben replied.

"No. Not just that...For...Being here for the team. You've done so much for us. You gave Yang someone to love, you made Ruby happy and you helped me fix my friendship with Blake." She said.

Ben got a bit surprised. "Ummm. You don't have to repay me Weiss. Just...being a friend is enough." He said with a smile.

"Okay. Just promise us that...when you go back to your world-" Weiss was interrupted by Ben.

"I won't be going back anytime soon." Ben suddenly said , causing Weiss to look at him. "There's some major problem here and you guys seemed involved...And I'll do whatever it takes to help you guys." Ben added.

Weiss looks at Ben in surprise but then she smiles. "Thank you, Ben." She replied.

* * *

Present time...

Ruby holds Ben's left hand really tight as she rubs it on her cheek.

She tries to recall anything in particular that made her happy with Ben.

* * *

"You just activated my Trap Card!" Grey Matter yells then shows said card to Ruby as they play Remnant: The Game in their dorm.

Ruby gasps.

Grey Matter continues. "Giant Nevermore! If I roll a seven or higher, fatal feathers will slice your fleet in two!"

Ruby smirks as she points at Grey Matter. "But, if you roll a six or lower, the Nevermore will turn on your own forces!" Ruby smugly said.

Grey Matter simply crosses his arms. "That's just a chance I'm willing to take." He said then stands up, picks up the dices and rolls them.

Ruby and Grey Matter wait intensely as the dices kept rolling. And rolling. And rolling until they finally land.

Both dices land on a six, making it a 12 in total. Grey Matter yells triumphantly while Ruby comically cries. "With a mega brain, I was able to measure the size of the dices and predicted it's possible velocity and the right angle to roll them so I can get both sixes." Grey Matter said and laughed maniacally.

"That's not fair!" Ruby said as she fakes a frown. "My fearless soldiers!" She said dramatically.

"Life is never fair, Ruby." Grey Matter boasted.

After a few seconds, both share a laugh. "Let's do this again next time, Ben. But next time, you'll play as you!" Ruby said.

Grey Matter turns back to Ben as he nods. "Anytime, any place, any game!" Ben boasted.

* * *

Present day...

Blake rubs her arm as she looks at her fallen friend.

She can't take this. The good times they spent would be wasted if one of them won't be alive to remember them...

* * *

Ben and Blake sat under a tree as they review for some exams.

"How many kingdoms are there in Remnant and what are their names?" Blake asked, not looking away from her scroll's reviewer.

"Hmmm...Atlas, Vale, Mistral and...Ummm...Vacuo?" Ben guessed.

Blake smiles at him and nods. "Correct." She added.

Ben fist pumps in the air. "Alright. I'm getting the hang of this." He says as he picks up his scroll and reads his own reviewer. "Okay...Which land Grimm is considered as one of the smartest and largest ones there is and can be found outside of Mountain Glenn?" Ben asks.

"Hmmm...Goliath?" Blake guesses.

"Correct!" Ben says to her.

Blake smiles as she picks up her canister and drinks water. "So...We finished the whole subject. Anything you wanna do?" Blake asks after drinking.

Ben shrugs as he picks up his smoothie cup and sips. "I dunno. Maybe we could try reading that book you've always recommended to me." Ben replies.

Blake suddenly blushes. "Oh right...That..." She says as she takes out from her bag a black book entitled 'Ninjas of Love'.

"So what's it about?" Ben asks.

Blake smiles sheepishly as he hands the book to Ben. "Don't tell Yang you're reading this with me." Blake requested.

"Why?" Ben asks as he opens it and reads.

A few minutes later...

Ben is blushing with the book closed as Blake is blushing as well but is looking away.

"Blake..." Ben said.

"Y-Yeah?" Blake replied

"Does this count as cheating on Yang?" Ben asks.

"I-I don't know...Why?" Blake said.

"Cause I think I actually liked the story..." Ben responded.

"Oh..." Blake muttered.

A few seconds of silence...

"Yang is gonna kill us if she finds out..." Both of them said.

* * *

Weiss, Ruby and Blake have all stopped crying. The tears stopped falling. And they all got determined.

"I'm going after Darkstar." Weiss says as she stands up after gently placing down Ben.

"Me too." Ruby said.

"Count me in." Blake added.

As Ruby and Blake both head to Yang and Darkstar, Weiss gently kisses Ben on his forehead. "We'll avenge you...bestie." She said and follows her friends.

* * *

Darkstar and Yang both try to push each other. Yang seems to be gaining the upper hand but Darkstar decides to use his dark energy and absorb her life force while pushing her back.

"Give up. No matter how strong you get, I'll just absorb the power you gain and become even stronger." Darkstar mocked as Yang grits her teeth in pain.

Darkstar smiles under his helmet... until Ruby appears behind him and smacks him with the back of her scythe, causing him to skid sidewards and towards Weiss, who created a glyph below Darkstar, causing him to get encased in ice. Blake then unleashes a final blow by using energy dust to unleash an energy wave at the frozen Darkstar, causing him to get blown all the way back to the observatory.

Before Darkstar could process anything, Yang comes flying down towards him, landing on top of the villain and began another barrage of punches. Then, she gets off of him as Weiss stabs the ground and unleashes a wave of ice that imprisons the villain yet again. And, altogether, RWBY all opened fired at the imprisoned Darkstar will all they got.

After the ice breaks, Darkstar comes out injured, clothes tattered and helmet almost breaking. But Team RWBY's rage didn't stop there as Blake zooms in and attacks Darkstar with a combo os slashes and shadows. After she's done, Ruby comes in and unleahes a combo that managed to knock away Darkstar near his arc weapon.

Team RWBY is nearing victory already.

However, the light from the arc is suddenly being absorbed by Darkstar, whose injuries began disappearing and his tattered clothes began repairing themselves. Even his helmet returned to normal. He began laughing maniacally as he stands up. "You fools are no match for me. Ben is we all know he's more powerful than the 4 of you combined." He mocked.

All the girls grit their teeth as Darkstar walks towards them.

"You girls have not seen anything yet..." He says until Yang fires a shotgun blast at his feet, causing a cloud of dust and smoke to blind his vision. Before he could do anything, Yang comes in, eyes red and hair burning, and punches him on his face.

"Neither have you." Yang said angrily.

* * *

Ben is lying down. Lying down on his own puddle of blood. The Omnitrix in his wrist is still black and turned off.

His Omnitrix crackled a little.

* * *

Ruby, Weiss, Blake and Yang all get knocked back by Darkstar.

"Tempestus Impaetus!" Darkstar yelled as electricity gathered from the arc and then zaps the whole team, electrocuting them and making them kneel in pain. Darkstar wasn't finished as he aims both hands at the team. "Mercuta Verditis!" He yelled as he blasts the team with red energy, causing them to get hurt and knock them all out...except Yang. After her team gets knocked out, Yang stands up and, while in pain, continues to walk slowly towards Darkstar. Surprised, Darkstar concentrates the beams into one beam that hits Yang directly, but she keeps walking while blocking the laser, despite feeling a lot of pain.

"Why?! Why won't you go down?!" Darkstar yelled as he made the beam larger, but Yang kept walking, her arms nearly burnt and her power growing immensely due to her Semblance. With this, she began feeling less physical pain and began empowering herself with rage as she looks through all her memories with Ben.

The first time they've met.

The first time they became a couple.

The first time they've fought together.

The first time they joked around.

The first time they slept together.

The first time...

...they ever kissed.

* * *

"Ben...Why'd you become a hero?" She asked her new boyfriend.

Ben looked at her and shrugged. "Because it's the right thing to do."

Yang looked at him curiously. "Not because of fun? For fame? Money? Power?"

Ben shook his head and responded, "No. If I did everything I've done for those things you mentioned, then I'm not a hero. I'll admit though. It is kinda fun sometimes."

Yang chuckled.

Ben continued. "But the fun part is just the bonus. What really counts is the good I - we - do. And...well...It's fun to do good." Ben ended and smiled at his girlfriend.

Yang looked at Ben with solemn eyes and then smiled. "Forget what I said to you. You and I are more alike." She said and kissed him on his cheek. Ben blushed and kissed Yang's forehead.

* * *

Yang finally got near Darkstar as she grabs his head and punches him on his face. He gets knocked back as Yang's arms sizzle and smoke from the energy beam. "You killed Ben..." Yang says s her eyes remain red and her hair is still fiery and glowing. "...I'm going to avenge him." She added as she jumps towards Darkstar.

However, Darkstar gets up and blasts her with a mana blast, which knocks her away. But it doesn't stop her as she stands up once more and charges at the villain.

* * *

The Omnitrix kept crackling with electricity as it began glowing.

It beeped a little.

* * *

Yang unleashes another barrage of punches, which Darkstar blocks using a shield spell. "Adfishio Potentia." Darkstar says as he converts the mana shield into multiple blasts of mana that hits Yang. Using this to his advantage, he blasts Yang with his dark energy, this time with more power than before, completely absorbing everything Yang has gained.

She yells in pain. She can't stand up this time. As she lies down in pain, she sees Ben up head. His body still lying down. His face looking at hers but his eyes are closed.

"Ben..." She whispers.

Ben's still dead. There's nothing she can do. This madman is absorbing all her life force. Maybe...Just maybe...she gets to join Ben... But she can't leave Ruby behind. She can't leave her family behind. But she has lost another important person in her life.

She's given up. If she were to die...

At least Ben will be with her...

She cries just thinking about what would happen to Ruby. To everyone else.

She's confused...

"Ben...Please...don't leave us..." She whispers as she nears unconsciousness.

"Ben..."

* * *

The Omnitrix crackled and beeped once.

* * *

"Ben..." Yang whispers as Darkstar stops his blast and steps on Yang's back.

* * *

It beeps twice.

* * *

"...Ben!" Yang yells as Darkstar creates a energy construct of a spear.

* * *

...

...

...

It beeps thrice and glows green and returned back to it green, black and white color.

"Reboot complete. Now activating user revival protocol." The Omnitrix said as it glowed really bright and caused Ben's body to levitate.

Darkstar and Yang got surprised at what's happening.

Ruby, Weiss and Blake woke up and saw the same thing.

Suddenly, Ben's body glowed green. He then suddenly began transforming into a cycle of aliens, namely Water Hazard, Ghostfreak, Feedback, Shocksquatch, Lodestar, Four Arms, Pesky Dust, Wildvine, Humungousaur, Rath, Gravattack, Swampfire, and finally, Alien X.

Alien X just floats there as the hole where Ben was impaled earlier began regenerating and healed, and revived, Ben.

Ruby, Weiss, Blake and Yang, even Darkstar, are all stunned to see the godly alien in front of them. "...That is one badass looking alien." Yang suddenly said.

"I-Impossible!" Darkstar yells but then Alien X teleports in front of Darkstar and punches him out of the observatory.

The girls all stare at their once dead teammate now revived. Alien X suddenly turns back to his human form. Ben drops on the ground as he rubs his head. "Man...Why does my mouth taste like death?" He said and rubs his once impaled, now healed, chest. Suddenly, the girls all come running at Ben and hugs him, crying. He simply hugged back, a bit confused.

"We thought we lost you! Ruby yells, crying as they all let go of him.

" Y-You dunce! He's Ben! He can't die easily! " Weiss retorted.

"Then why were you crying more than Yang?" Blake said as she wipes away her tears.

"Shut up!" Weiss said, blushing and wiping her tears away.

Ben smiles and then looks at Yang. She seemed angry at him and her eyes are still red. "Y-Y-Yang! I'm sorry! I...I didn't... I...just wanted to protect you! I..." He said rapidly...until Yang grabs him by the collar of his jacket and pulls him forward for a passionate kiss. Surprised at first, Ben eventually gave in and just rolled with it.

Even Ruby, Weiss and Blake gain a smile.

Breaking away from the kiss, Ben and Yang look each other eye to eye. "If you die again, I'll kill you." Yang joked. Ben simply smiles.

"Promise." Ben replied.

However, Darkstar teleports back in, all his clothes are tattered and parts of his helmet are falling. Apparently, one punch from Alien X can really kill you if you're not superhuman, which is what Darkstar is.

"You...imbecile! Why...why can't you stay dead?!" Darkstar yelled angrily. "How many times to I have to kill you?! Why?! Why are you always this...this... unrelenting?!" Darkstar continued.

The whole team stands up, including Ben. Ben himself find amusement on how Darkstar can't comprehend this.

"Why?! You're no demon! You're no Anodite! You're no god either! Why can't you die?!" Darkstar yelled as his helmet reveals his left eye, brow and the left half of his forehead.

"I'm not a god, you say?" Ben boasted.

Darkstar himself got surprised.

"Ya know, Michael. You realize that I may not be the real Ben but...I still have his memories. His skill. His power." Ben continued. The girls all kept their smile, while Darkstar is shivering in fear. "I mean, I have the most powerful device in the universe. I'm not playing god." Ben continued as he activates the Omnitrix. "All this time...I've been playing human." He finishes as he slaps down the Omnitrix and engulfs himself in emerald light.

RWBY all back away from Ben as he prepares to fight back Darkstar.

After the flash of light, Ben turned into an alien that has a green and white body. He has large cylinders on his arms, near his wrists, that are full of a green energy with dark green bubble-like spheres, and these spheres constantly move in his body. He has the same energy on his Omnitrix-shaped chest. His mouth doesn't move when he talks and his head is a pointed, armored helmet.

"I'm done holding back, Michael. I was afraid of killing you back then. But now, I'm just gonna make sure you're fatally wounded so that you won't be able to fight any longer. I am...Atomix!" The new alien yells.

"Still not as awesome as that other alien." Yang says as her eyes return to their original purple color and she smiles.

Darkstar's eyes widened and he attempts to blast Atomix, but the alien wastes no time as he uppercuts the villain into the air and, while Darkstar is in mid air, Atomix flies up and kicks him back down to the ground. After crashing down, Darkstar attempts to stand up, until Atomix charges on his hands.

"Ruby, Weiss, Blake, Yang! Get away!" He said as he continues charging. The girls all nod and run off outside the observatory.

After they clear out the room, Atomix then makes his energy ball bigger and throws it at Darkstar, who looks up to see the incoming attack.

* * *

Outside, team RWBY all look at the observatory, which explodes in a green cloud of smoke as Darkstar can be heard yelling. The smoke clears and reveals Atomix floating around while there's a big hole in the middle of the room, which can now be seen due to Atomix destroying half of the observatory.

"Okay...He's my new favorite alien." Ruby says.

Weiss and Blake both smile as Yang stares at Ben.

Then she smiles.

* * *

Inside the hole, Darkstar is completely injured. His helmet has finally broken and reveals his ugly face. He can't stand losing. He can't stand being defeated by Ben yet again. No. No! He must win!

* * *

Atomix lands on the floor near the hole he made as he turns back into Ben. Then, the girls all join him. "That was an awesome alien!" Ruby immediately said.

"With that kind of power, I don't anyone could stand back up." Weiss said.

"Think he's dead?" Blake asked.

"I don't know. I hope not. I hate him...But I'm not a killer." Ben replied.

"Well, if he's not, I hope he at least doesn't stand back up." Yang said.

However, Darkstar crawls out the hole on the opposite side and heads to the arc, which is still intact. He rises up and faces the team, causing the girls to cringe.

"Ewww!" Ruby said.

"That is...disturbing..." Weiss added.

Blake simply just tries not to claw her eyes out.

"Man. He is uuuuugly." Yang added.

Ben smirks.

"I'll kill you...I'll kill you all!" Darkstar yells as he absorbs a lot of energy from the arc, causing his body glow purple. With this, he prepares to fire a pink energy beam.

"Hey, guys. Remember our greatest combo?" Ben asks.

The girls all smile. "Yeah." They all responded.

Ben slaps down the Omnitrix and turns into Feedback. "Orders, boss?" Feedback said to Ruby. She nods and smirks.

"Prism Heroism!" Ruby says as Weiss creates a huge glyph in front of the girls. Feedback then connects his antennas on the glyph behind him as the girls all fire at the glyhp, converting their dust and bullets into energy for Feedback to use.

"Die!" Darkstar yells as he fires the concentrated energy beam at Feedback. Feedback then uses the entry he gained from his friends and fires it at Darkstar.

As their beams are about to collide, Feedbacks beam suddenly became larger and overpowered Darkstar's. It began piercing through Darkstar's beam and is about to hit him.

"No!" Darkstar yelled as the beam hits him and he gets blasted into the arc, causing him to get electrocuted.

"Uh oh." Feedback says as he and his team heads towards Darkstar. "Michael!" Feedback yelled.

"I'll... Kill...You...!" Darkstar said but he was electrocuted and gets sucked in by the arc. The arc itself began cracking and it sucked itself up, disappearing.

* * *

Jaune was about to slash at a golem, until it corrodes into a bunch of rocks. All the golems in the city suddenly began corroding by themselves.

"Huh?" Jaune muttered, confused. Pyrrha herself looks at the laser firing at the sky, which suddenly disappears.

"Did they do it?" Pyrrha asks herself.

* * *

Team RWBBY all fell silent as they look at where Darkstar once was.

"He's... dead." Feedback said as he turned back into human.

Another moment of silence.

"Don't worry. It's not your fault Ben." Yang reassures.

Ben sighs.

* * *

 **And done! How was it? You didn't think I'd make Ben die that easily, huh?**

 **And yes, Ben's Omnitrix has a function that prevents him from dying. It was shown in "New Dawn" in Omniverse.**

 **If you didn't notice, the transformations Ben turned into in the alien cycle here are ones related to the main RWBY characters' colors and teams. Example, Water Hazard was Ruby, Ghostfreak was Weiss, Feedback was Blake, Shocksquatch was Yang, etc.**

 **first four was RWBY's colors, the second four was JNPR, third was CFVY.**

 **That's all for now. PM me if you have a question, okay? Bye bye. Mwah!**


	20. RWBBY

**Back with a new Chapter.**

 **So I recently saw a** **sneak peek of RWBY volume 3. A little spoiler: A new team called ABRN.**

 **That's all.**

 **I might make a sneak peek chapter about the sneak peek of it only if I'm in the mood to.**

 **Let's get to reading.**

* * *

The city is currently being under a few repairs. After Darkstar's attack, the soliders and citizens have all reestablished in it.

Construction workers and medics all gathered as they fix up the people and the buildings.

* * *

Team RWBBY all sat on top of a building. After teams JNPR, Sun and Neptune have left, the team decided to stay for a bit.

"Ya know, guys. I'm starting to think this is gonna be our lifestyle." Ruby pointed out.

"Well, after the criminal busting then monster hunting and resurrection, I'm sure it will be." Yang added.

"Well, as long as we get to fight for what's right, I'm okay with it." Blake said.

"I think we all agree we're okay with it." Weiss pointed out.

Ben remained silent. All the girls look at him. Yang hugs him as she rubs his back. "Ben. It's not your fault. You didn't mean to."

Ben hugs back in silence.

Ruby, Weiss and Blake all stare at their two teammates. Ruby, deciding to lighten up the mood, decides to tease Weiss. "So Weiss. I saw you kiss Ben's forehead a while ago." She said.

Weiss blushes and looks away. "I-I-I did not!" she retorted.

"Weiss..." Yang snarled, causing Weiss to sweat a little.

Ben, Ruby and Blake all share a laugh as Weiss covers her ears as Yang kept yelling at her.

Ben looks at his new family. Team RWBBY.

This is his new home. He's no longer just a clone of Ben Tennyson. He's his own person.

 _Ben Tennyson of team RWBBY. That's who I am._

* * *

Cinder taps on her scroll as she checks her goons from the White Fang. As she watches, Adam walks up to her. "Darkstar is dead." He suddenly said.

Cinder remains quiet for a while and she seems to wipe away something from her eyes.

 _Michael..._

She faces Adam with a firm face. "How did he die? Who killed him?"

"My sources say his own weapon killed him. A bunch of kids did it." Adam replied.

Cinder's eyes widened and then she smiles. "Michael is not dead." She replied.

Adam seems confused but it's hard to tell because of his mask.

"The weapon he made...is not weapon. He calls it as a shortcut of what he calls 'The Door to Anywhere'." Cinder explained.

Adam seems sceptical. "The things from his universe is really starting to make me confused."

"He built that device so he can absorb energy from some dimension he's trying to summon. He calls ot Ledgerdomain." Cinder finished. "I'm sure one day he'll come back. I sure hope so."

Adam scowls at her.

* * *

Friday...

Inside team RWBBY's dorm, Yang is lying down on her bed as Ben reads her notes from the classes he missed, sitting down just beside the bed Yang is in. Ruby, Weiss and Blake went out to get snacks for the five of them.

As Ben continues reading, Yang taps him on his shoulder, causing him to look at her. "Lie down with me." Yang said. Ben nods as he placed the notebook on the floor and lies down with Yang, both cuddling with each other.

"Yang..." Ben whispered.

"Hm?" Yang muttered.

"I'm sorry for leaving without telling... and for...dying..." Ben said but then puts a finger on his lip.

"It's okay...I understand your intentions... I just...don't want you to leave me..." Yang said.

"Yang...I..." Ben said.

"Lemme tell you a story..." Yang said as she sits up on the bed. "Ruby and I grew up in Patch, an island off the coast of Vale. Our parents were Huntsmen. Our dad taught at Signal, and our mom took on missions around the kingdom. Her name was Summer Rose, and she was, like... Super-Mom: Baker of cookies and slayer of giant monsters. And then... one day she left for a mission and never came back." Yang looks down as she says this, and Ben looks sorry for her. "It was tough. Ruby was really torn up, but... I think she was still too young to really get what was going on, y'know? And my dad just kind of... shut down. It wasn't long before I learned why. Summer wasn't the first love he lost; she was the second. The first... was my mom."

Ben looks surprised at this information as Yang keeps talking." He wouldn't tell me everything, but I learned that the two of them had been on a team together with Summer and Qrow, and that she'd left me with him right after I was born. No one had seen her since." Yang said, hugging her legs while sitting.

Ben looks down in sympathy. "Why did she leave you?" Ben asks.

Yang sighs. "That's the question... Why? I didn't know an answer, but I was determined to find out. It was all I thought about. I would ask anyone I could about what they knew about her." Yang says. "Then, one day, I found something. What I thought was a clue that could lead me to answers, or maybe even my mother."

Ben listens closely.

Yang continues. "I waited for Dad to leave the house, put Ruby in a wagon, and headed out. I must've walked for hours. I had cuts and bruises, I was totally exhausted, but I wasn't gonna let anything stop me. When we finally got there, I could barely stand, but I didn't care; I had made it. And then I saw them. Those burning red eyes..."

Ben realized what she's talking about: Grimm.

"There we were: A toddler sleeping in the back of a wagon and a stupid girl too exhausted to even cry for help. We might as well have been served on a silver platter. But, as luck would have it, our uncle showed up just in time." Yang says. "My stubbornness should've gotten us killed that night."

Ben looks down...He finally gets it.

It's like what Yang said before. They're both the same.

"Ben...I've lost two of my mothers...and I nearly lost Ruby...I don't want you to leave me, too." Yang says as she holds Ben's hand.

Ben responds by holding her hand tight. "I promise. I won't leave you. I'll always be here for you." Ben says as he and Yang hug.

As they break the hug, they look at each other deeply eye to eye. With that, they immidiately kissed each other deeply.

Not even realizing what they're doing, Yang pushes down Ben as she and him kiss each other, Yang on top and Ben below. As their lips lock, their tongues even play around with each other as they enjoy each second of their loving kiss.

As they kiss, Yang reaches for something. Once she has touched her objective, Ben blushes and looks at Yang, surpised. "Y-Y-Yang?" he stuttered.

"And I thought Diamondhead was hard~" Yang teased Ben as she seems to be moving her arms, causing Ben blush more.

"Yang.. I thought...we're not suppose to be doing this?" Ben said, holding back some urges.

"Hmm? But we're not doing anything wrong. I just love teasing you." Yang replied with a smirk.

Ben closes his eyes in embarrassment as he blushes and sweats, while Yang stops rubbing whatever she was rubbing and she giggles. "I guess this is what Paradox meant when he said you're inexperienced." She pointed, causing Ben to blush harder.

After a few seconds, they do another round of kissing, with tongue, no less. They continued for nearly a few more minutes.

However, as they continue, the door suddenly opens and Ruby, with her bag, Weiss, carrying some sodas, and Blake, holding a paper bag, all come in, talking to each other until they look at their two teammates making out. Blake immediately covered Ruby's eyes as Zwei's head pops out of Ruby's bag, barking.

Hearing the bark, the couple immediately got startled, breaking away from their kiss and sheepishly grin at their teammates.

"Next time I come in and something smells weird while you two are lying down together... I'm gonna report you two." Weiss complained.

Ben and Yang blush as they chuckle nervously.

* * *

Night time in team RWBBY's dorm. Though all the girls have already fell asleep, Ben is still awake, wondering about a few things.

A minute passes and Ben gets off the bed, kissing Yang on her forehead and left the dorm.

* * *

The next day, the girls all wake up. As Yang rubs her eyes, she spots that Ben isn't beside her. "Ben?"

"Huh? He left again?" Ruby said.

"He left a note." Blake said, who takes away a sticky note from the door. She gives it to Yang.

Yang takes the sticky note and reads it out loud. "Dear girls, I went out to get some 'stuff' done. If you wanna see me, I'll be at the old training house we trained with our combos. Make sure you eat and shower. It's gonna be a long weekend. Love, your favorite hero, Benjamin Tennyson."

The girls all look at each other, confused.

* * *

Once the girls all reach and enter the training place, what the girls saw surprised them.

Ben is wearing a green hoodie jacket but lacks the white lines and the number 10. He has a white shirt underneath with a read vertical line in the middle. He's also got a black scarf with white outlines and he's also wearing black fingerless gloves. He's wearing blacks pants with green flames as a design. He also seems to be wearing black boots. What's really unique is that he has a belt with a sword and sheathe attached. At the back of his jacket is his emblem: the Omnitrix symbol.

"Ben? What's with the new get-up?" Ruby asks.

"Well...considering that my previous look resembles my original counterpart, I wanna be original myself. So I bought some clothes that would fit with your styles." Ben responded.

The girls all take a closer look. It's true. They all see how it fits with them. He wears a hoodie like Ruby, gloves and boots like Yang, a scarf that has the same color as Blake's outfit and a red and white shirt similar to Weiss' color scheme.

"What's with the sword then?" Weiss asks.

"Well, I can't rely on the Omnitrix all the time. So I made my own sword using scrap metal, Heatblast, NRG, Jury Rigg and Upgrade." Ben responded as he brings out the sword which has a sturdy blade and has an Omnitrix symbol as a cross guard. After showing it, he puts it back in his sheath.

As the girls finally join their male teammate, Yang already wanted to know something. "So why'd you bring us here?" Yang asked.

"Well, the tournament is nearing and I heard that only a team consisting of four people is allowed." Ben said. "Last I checked, we're the only team in Beacon consisting of five members."

The girls all look down, as they've already gotten used to fighting alongside Ben.

"But if I recall correctly, I'm not just your teammate...I'm your mentor." Ben said with a smirk.

The girls all perk up with smiles, knowing what Ben is trying to say.

"I don't have to be by your side to be part of the fight in the tournament. I'll train with you guys and make sure you're all in shape once you guys join the tournament." Ben said. "I'll provide support through training and tactics. Besides, even without me, you guys are a formidable team already." He continued.

The girls all smile as they hug their greatest friend and ally. Ben hugs back, feeling the same way to the girls.

After they break away from each other, Ben puts his hand in front of him. "We're RWBBY." He said.

Yang then places her hand on top of Ben's. Blake places her hand, then Weiss and lastly, Ruby.

"We're team RWBBY! And now, it's RWBBY time!" The whole team yelled as they all raise their hands in the air.

* * *

 **Soooo? How do you like the new Ben?**

 **I took some of your requests and gave Ben a weapon. The sword is similar to Jaune's but has a dust function like Weiss' rapier. It is indeed named Ascalon.**

 **Plus his new look is made to make him look more like a RWBY character.**

 **I forgot the names of the people who suggested I give Ben a weapon, so give yourselves a shoutout.**

 **Also, since Volume 3 ain't out yet, I'll be doing filler chapters. Most of them, I hope, you'll love.**

 **That's the end of my original arc. Thanks for the support and as always, PM me if you have a question. Bye bye! Mwah!**


	21. Announcement 2

So, so, so, so sorry to those waiting for the next chapter. I'll be in a long hiatus. My family had an emergency and I need to attend to it. So sorry.


	22. Ultimate Zwei

**Hi. This is another What If scenario suggested by epicvictory** **. Lemme know if you actually want this to be canon.**

 **Let's read.**

* * *

Another sunny day. After a little break from training, team RWBBY with Zwei spends a good day in the park. Ruby and Zwei were playing, Blake is reading a book while watching Ruby and Zwei, Weiss and Yang getting ice cream and Ben, as Four Arms, trying to impress some kids by juggling balls using his four hands. As the group enjoy themselves, team JNPR arrives. Ruby goes to the other team to greet them. Meanwhile, as his master is distracted, Zwei begins wondering off into a deeper part of the grasses at the park. When he saw a bright red flash behind some trees, he barks at Ruby to call her attention, but she was busy mingling with Pyrrha. With his master busy, Zwei went on to check out whatever caused the brief flash of red light.

When he reaches behind the trees, he sees a weird badge of some sort. It's black and red in color with a silver teeth like design on the middle. It somehow resembled...the Omnitrix. Only, it looks more sinister. But being an innocent pup, Zwei simply sniffed the object and paws on it cutely. Not knowing what it is, he just picks it up with his mouth. However, when he bit on it, it began glowing red and surprised him.

* * *

"Has anyone seen Zwei?" Ruby asks as she looks through the bushes. She turns back to her teammates to ask again. She sees Weiss facepalming at her empty cone and a scoop of ice cream dropped on the floor. She sees Blake on a small bridge on a small lake watching some fishes in the water...and she seems to be looking at the fish with hunger written all over her eyes. And she sees Ben and Yang making out on a nearby tree under a shade. "Bleh." Ruby said as she sees her sister and best friend doing that. She definitely regrets seeing it.

Suddenly, they all heard screaming near the inner parts of the park. People began heading in and seem to be running away from something. Teams RWBBY and JNPR, especially Yang and Ben as their make out session got interrupted, all prepare themselves. Suddenly, out of the woods comes a giant creature. It seems to be some sort of monstrous slug with multiple colored sacks all over it's body. Ben immediately recognizes it as he draws out his sword. "That's Mucilator! Crashhopper's predator!" Ben yells.

"What's it doing here?" Yang asks as she prepares her gauntlets.

"I don't care what it is! I am not letting that touch me!" Weiss said as she prepares Myrtenaster.

Blake and Ruby prepare their respective weapons, and so does team JNPR. And with that, Mucilator attacks!

* * *

After a few minutes, teams RWBBY and JNPR, with the exception of Ben and Yang, got knocked back and nearly defeated. Ben and Yang are nearly exhausted. "He's as tough as I remember." Ben said as he sheathes his sword and prepares his Omnitrix.

"Just go Waybig and stomp him!" Yang says as she reloads her weapon.

"That's overkill. Besides, I got the right alien for him." Ben says as he slaps down the Omnitrix. After a brief flash, he turned into Heatblast. "Alright! I'm all fired up now!" Heatblast yelled.

* * *

In another universe...

Natsu suddenly sneezed. Ben and Erza both look at him while Lucy and Grey are asleep nearby. Happy flies up to Natsu. "Natsu! You got a cold!" Happy said.

"I don't know, Happy. It feels like...someone is ripping me off." Natsu said.

Ben yawns. "It's probably just your imagination." Ben replies.

Erza rests her head on Ben's shoulder but still keeps a serious face. "You're just deprived of sleep, Natsu."

"Whatever! After saving you from that Entrapment Spell, I could use more training-" Natsu tried saying but was hit on the head by Erza.

"Sleep." Erza commanded.

"Aye..." Natsu replied weakly.

* * *

Heatblast gathers heat in his hands as he forms a giant fireball and throws it at Mucilator. After it hits, black smoke covered their sight. However, when the smoke clears, red flash out and Mucilator turned into a giant rhinoceros made of stone with bug like legs. Heatblast and Yang were surprised.

"Crabdozer?!" Heatblast yells as Crabdozer suddenly charges at him and actually ATE Heatblast.

"Hey! Spit out my boyfriend!" Yang yells and jumps at Crabdozer. She begins punching on it's head as it spits out Heatblast. The Crabdozer, dazed and dizzy after Yang's assault, begins charging blindly at a wall and crashes into it. Yang goes to Heatblast to check on him. "You okay?" Yang sayd, looking at a Heatblast covered in Crabdozer's drool, his flames are out.

"Yeah...Just cooled down a bit." Heatblast punned. He then touches the Omnitrix and turns into Armodrillo. "Try to wake up the others." He said and charged at Crabdozer.

Yang proceeds and goes to wake up her team and team JNPR as well.

Once Armodrillo got near, he jumps at Crabdozer and begins drilling on it's rocky body. Crabdozer shakes it head to get Armodrillo off of him. Suddenly, Crabdozer glowed red and transformed. This time, it turned into a giant brown worm with a large black beak. It turned into Slamworm.

"Oh come on." Armodrillo complained and Slamworm slapped him away with it's tail. When Armodrillo lands on the pond, Slamworm dug a hole and disappeared into the ground. Armodfillo knew this was trouble. Suddenly, the floor in the pond beneath Armodrillo crumbles and out come Slamworm, about to eat Armodrillo. The only reason Ben isn't eaten yet is because he's trying to prevent Slamworm's beak from closing using both his hands to stop them.

Suddenly, a bunch of shots began hitting Slamworm and it threw Armodrillo away due to the pain. When Armodrillo lands, he sees Blake, Pyrrha, Ren and Nora firing at Slamworm. Armodrillo shakes his head as Yang, Ruby, Weiss and Jaune go up to him. "You okay, Ben?" Jaune asks.

"Yeah. Just a little shaky." Armodrillo responded.

"Well, what do we do? It seems it can counter everything you got, Ben." Yang pointed.

Armodrillo slaps the Omnitrix and turns back to Ben. "We can't let it reach the city. If possible, we'll have to contain it here and knock it out. For now, we'll have to hold this ground and-" Ben tried explaining but be was cut off by Ruby.

"Guys. I'm worried about Zwei. He's been missing this entire time." Ruby said. Ben and Yang look at each other.

"He's missing?" Ben said to Ruby, who nods. Ben wonders what could have happened. Unless... "Change of plans. Ruby, Jaune, with me. Yang, Weiss, go help the others. They're gonna need back up to deal with Slamworm." Ben commanded.

"What're you up to?" Weiss asked.

"We're gonna look for Zwei. And I have this very bad feeling about him..." Ben responded.

"Alright. You guys hurry." Yang said and she and Weiss head back into battle to deal with Slamworm.

"Ruby, where did you last see Zwei?" Ben asks.

"Well...there." Ruby said, pointing at a part of the park near the forest.

* * *

At the battle against Slamworm, Weiss has trapped the lower half of Slamworm while everyone else open fires at him. Yang was brave enough to run up it's body and hold it's mouth wide open. She then proceeds to fire directly into it's mouth. Once she's fired enough, she jumps off and Slamworm falls unconscious. "That's how it's done." Yang said.

However their victory was short lived when Slamworm suddenly transforms into a dinosaur like creature with multiple arms and armor plating on it's back and head. It just turned into Tyrannopede. It breaks free from the ice and roars at WBY and NPR.

"...Clever girl..." Yang whispers to herself.

Tyrannopede charges at them.

* * *

Deep in the forest at the park, the whole place seems engulfed in green energy. Then, out from the bushes comes Clockwork, the one responsible, as he's using his time powers to track what exactly happened to Zwei. Ruby and Jaune are following him. They stopped when Clockwork spots a past version of Zwei looking around the forest. Past Zwei then sees a nearby flash and follows it. Clockwork, Ruby and Jaune follow past Zwei and they finally see it, confirming Clockwork's terrifying suspicion. Zwei discovered the Nemetrix.

"It's like I feared...He found the Nemetrix." Clockwork said.

"Nemetrix? You mean that watch that can turn people into the predators of your aliens?" Jaune asked, remembering one of Ben's stories.

"Yes. Only this time, Zwei is using it." Clockwork replied.

"But why would Zwei attack us?" Ruby asks.

"It's likely because Zwei is an intelligent dog unlike normal ones. The Nemetrix doesn't work well with highly intelligent life forms, like Zwei and humans. Should it be used by people, it drives them insane and uncontrollable." Clockwork explained.

"Then we need to get it off him." Ruby said, worried.

"Right. Let's go, before the others hurt Zwei." Clockwork said.

Suddenly, they hear an explosion at the park.

"Or before Zwei hurts them." Jaune added.

* * *

Back at the battlefield, Tyrannopede slaps away Ren and Nora with his tail while it shakes it head to get Pyrrha off his head. Yang was about to jump at it but it suddenly transformed and Yang ended up blinded by red light and landing on the ground instead. When Weiss and Blake help her up, they see that Tyrannopede transformed into a giant sabertooth tiger with black and red fur. Now it's Panuncian.

"Okay. This is getting ridiculous." Yang complained.

"It's like we're fighting Ben." Weiss pointed out.

Suddenly, Panuncian multiplied itself into three more Panuncians to match the remaining numbers of the girls. Blake sweat drops. "A cat that can make clones of itself...Wow. What a rip off." Blake said.

Just as the 3 Panuncians were about to pounce, a sonic screech blasted them all away from the girls. The three girls turn to look at the source of the attack, which is Ultimate Echo Echo and behind him is Ruby and Jaune. "I'll hold off Zwei. You two, explain the situation to them quick." Ultimate Echo Echo said as he flies toward the main Panuncian and tackles it into a tree. Then, Ultimate Echo Echo slaps the Omnitrix and turns into Wildmutt and begins wrestling with the Panuncian. The two clones of the main then stop attacking the other girls and attack Ben instead. Now facing three cats, Ultimate Wildmutt slaps the Omnitrix and turns into Ultimate Wildmutt. A giant dog vs giant cats fight ensued.

Ruby and Jaune then head to Weiss, Blake and Yang. "You guys found Zwei?" Yang asks.

"No. I think he found us." Jaune said.

"What are you talking about?" Blake asks.

"Well...You see..." Ruby said.

* * *

Back at the fight, Ultimate Wildmutt slaps away one Panuncian while he punches the other. The last Panuncian catches him off guard and tackles him into a boulder. Ultimate Wildmutt then uses both fists to slam down the Panuncian, knocking it down. "Sorry, Zwei. I promise to make it up to you once we save you." Ultimate Wildmutt said, as his evolved form allows him to speak. However the other Panuncians knock him away. Then, all three fused together and engulf themselves in red light. Once the light disappeared, standing in front of Ultimate Wildmutt is a giant octupus like alien. Zwei just turned into Vicetopus.

"Okay...A while ago, you were just turning into the right predators." Ultimate Wildmutt said and turns back to Ben. "Now you're just going rando-" He was cut off when he spots the Nemetrix, on Zwei's neck, and it seems to be glitching as sparks are emitting from it. "Oh...You _were_ actually going random...Good to know." Ben joked.

Vicetopus then grabs Ben on one of it's tentacles. Ben tried pulling out his sword but it slips out of his hands and it falls on the ground. "Just when I had calamari for lunch...Never thought calamari would eat me for revenge..." Ben joked again, but is internally afraid right now.

* * *

"Zwei?!" Yang and Weiss yelled.

"Yeah. Now we have to take off that Nemetrix off his neck." Ruby said after finishing to explain the situation.

"GUYS! I NEED A LITTLE HELP HERE!" Ben yells as Vicetopus is about to eat him.

Ruby takes out Crescent Rose. "Jaune, wake up your team. We'll save Ben." Ruby said. Jaune nods and proceeds to do so.

Just before Vicetopus puts Ben in its mouth, Weiss unleashes a wave of ice that freezes Zwei in place, causing him to drop Ben. Before Ben hits the ground hard, Yang manages to grab him, bridal style.

"So...Come here often?" Yang jokingly flirted. Ben blushed, seeing his girlfriend carrying him like a man would carry a girl. He blushed even more, thinking about how the situation just reversed this trope.

However, the glitching Nemetrix caused Zwei to transform again as the inside of the ice glows red due to Zwei transforming. Then suddenly, when the light is gone, an intangible moth like creature comes out of the ice. When it became tangible, it reveals it's appearance. It's a large moth creature with a long tongue. He became Hypnotick.

Weiss then charged at the moth but it became intangible, with Weiss passing through it and her rapier stabs the ice block she made instead. It's gotten stuck as Weiss tries pulling it out. When she turns around to ask for help, she only sees Hypnotick looking at her and releasing red mist that turn into swirling circles. Suddenly, Weiss' eyes gained the same swirls as she seems to have calmed down.

* * *

Weiss can see herself on a throne with many soldiers in front of her, kneeling in front of her, waiting for her command. An Atlesian Knight comes to her right and says, "They're ready, ma'am. Remnant is ready to meet their new queen."

Weiss smiles and picks up a nearby golden staff of hers as two robotic maids places her white cape properly on her back.

Seconds later, on a balcony, Weiss comes out and overlooks at the all the people gathered below her. She sees cameras flashing and multiple big screens showing her live footage of her being broadcasted throughout the world.

Seeing all this makes Weiss smile. She can hear everyone cheering her name happily.

* * *

However, in was all in her head as in the real world, she is standing still in front of Hypnotick, who is hypnotizing her. It begins to wrap it's long tongue around her.

However, he was interrupted when Diamondhead tackles him, removing the hypnosis effect and causing Weiss to snap out of confusion. She looks around and sees the real world.

"Weiss! You okay?" Ruby said as she nears Weiss' side. Weiss looks at Ruby in confusion... untilWeiss breaks down crying and hugging Ruby. Ruby is confused and just hugs Weiss.

"What's with Weiss?" Yang said as she fires at Hypnotick, who dodges.

"Hypnotick can hypnotize people by showing them their greatest desires." Diamondhead said and traos Hypnotick in a cage of diamond pillars.

"Yikes. Guess Weiss won't be fighting in a while." Yang saidsaid

Suddenly, Hypnotick transforms into a lizard like creature. It's white in color with black and red details. Zwei turned into Buglizard. Buglizard then climbs up the pillars of diamonds and escapes from an opening above. He then proceeded to tackle Diamondhead and lift him by the neck using it's tail. Buglizard then proceeds to throw away Diamondhead into some trees. Diamond got burried under some of the broken down trees.

Blake and Yang look at what just happened and look back at Buglizard, whose Nemetrix began glitching again and transformed him again. This time, he looked like a pale white spider creature known as Terroranchula. Terroranchula then created a red, web-like shielding in front of him and he used it to wrap itself around it. Yang tries jumping at the beast but she gets electrocuted and knocked away. Blake switched to the gun mode of her weapon to fire at Terroranchula but she doesn't fire, remembering she's still dealing with Zwei. She was then caught off guard when Terroranchula headbutted her, electrocuting her as well and knocking her back. When Terroranchula is about to stab Blake with it's own sharp foot, he gets encased in ice by Weiss, who has finally recovered from shock earlier.

"Careful, Weiss! We don't wanna hurt Zwei." Ruby said.

"I'm pretty sure that won't be a problem." Weiss said.

Suddenly, the encased Terroranchula transformed again into Tyrannopede and breaks free from the ice. "E-E-Easy boy..." Ruby tried but Tyrannopede roared and charged at them, causing Weiss and Ruby to run away.

Diamondhead wakes up and gets the trees off of him. He looks to see Tyrannopede running after Ruby and Weiss. "None of this is working. I don't wanna hurt Zwei...But we really need to get the Nemetrix off him...So how..." That's whenwhen it hit Diamondhead. He slaps the Omnitrix symbol on his belt and transforms.

Ruby and Weiss kept running but were suddenly wrapped in webbing, courtesy of Tyrannopede. They tried wiggling but the webbing is strong. They see Tyrannopede about to eat them. However, Tyrannopede suddenly falls over and knocked out. When they look, they see Grey Matter standing over Tyrannopede's neck. "And the little guy scores!" Grey Matter said.

"Ben!" Ruby cheered.

"What did you do?" Weiss asked as Grey Matter starts taking the Nemetrix off Tyrannopede.

"Hephaestan Neuro Grip. Works every time." Grey Matter boasted. The Ruby, Weiss, Ben and Tyrannopede were joined by the recovered Yang and Blake. Blake starts using her sword to cut through the web that's caught Ruby and Weiss. Grey Matter finally takes the Nemetrix off and gets off Tyrannopede. After a bright flash of red light, Tyrannopede turns into Zwei finally and he wakes up to shake his head, only to bark happily at everyone like nothing happened. Ruby proceeds to hug her dog in worry.

Grey Matter then turns back into Ben and sighs then says, "So much for a nice day in the park."

* * *

It's finally night and team RWBBY, plus Zwei, are back at their dorm. They left immediately before the cops arrive, not wanting Zwei to get taken for a crime he didn't even mean to do.

Now at the dorm, Ruby, Weiss and Zwei are now all asleep. Blake, Yang and Ben are still awake, discussing what happened earlier.

"How did the Nemetrix end up here?" Blake asks.

"I dunno. But I'm gonna make sure it doesn't end up with Zwei or anyone else but us." Ben says, looking at the Nemetrix that's inside a ziplock plastic bag.

"Can't you just break it?" Yang tried to clarify.

"I can't. Like the Omnitrix, it's pretty much indestructible. All I can do is keep it out of reach by bad guys." Ben says as he puts the Nemetrix inside a drawer and closes it. "For now, let's hope no one finds out about this." He added.

"I've told team JNPR to keep quiet about this and they agreed. So we're pretty much safe...for now." Blake said.

"Let's just hope nothing bad happens to Zwei." Yang says.

"Yeah. Let's go to sleep. I'm tired." Ben says.

* * *

 **Next time on RWBBYVerse!**

Cinder looks at the being in front of her. She's never seen anything like it. "What are you? Who are you?"

The floating being looks at Cinder curiously and he leans over, his face so close to hers. "I am Alpha."

Cinder is intrigued. "Alpha...I sense something about you...Something... familiar..." Cinder says.

" You...I find you... interesting... " Alpha says.

Cinder suddenly offers her hand to Alpha. Alpha immediately takes her hand.

Both Cinder's and Alpha's hand glows.

 **The Alliance**

 **Coming soon...**

* * *

 **\- Insert evil laugh here -**

 **Little note: The Fairy Tail part is an homage to Ultimate10's Ultimate Fairy. Pay his story a visit. It is awesome.**

 **See ya next time. Bye~**


	23. Alpha Omega

**Back. Glad everyone liked the last chapter. That's good. Oh and to the guy who asked, no. We won't be seeing Darkstar again anytime soon.**

 **Well, let's get to reading. Scary part? This is canon to my story.**

* * *

Cinder, in her dorm in Beacon with Emerald and Mercury, is currently working on her scroll as her two henchmen are both sleeping. She's preparing to look at the list of students she's added to her "list". She's currently looking at the footage of Ben against Pyrrha. She's more interested in Ben, however, as that watch really piqued her interest.

However, a powerful wind blew through her windows, causing them to open. Irritated, she puts down her scroll to close the windows. However, she sees something just floating in front of her, outside the window. This surprised her. The being just tilted it's head. Cinder looks at the being in front of her. She's never seen anything like it. "What are you? Who are you?"

The floating being looks at Cinder curiously and he leans over, his face so close to hers. "I am Alpha."

Cinder is intrigued. "Alpha...I sense something about you...Something... familiar..." Cinder says.

" You...I find you... interesting... " Alpha says.

Cinder suddenly offers her hand to Alpha. Alpha immediately takes her hand.

Both Cinder's and Alpha's hand glows. "What manner of creature are you, Alpha?" Cinder asked.

"I...I do not know. I I have been called a Nanite. Some call me an E.V.O. I have been called many names and none of them I know which is true." Alpha said. Suddenly, Cinder puts Alpha's hand on her cheek.

"You do not know your own purpose?" Cinder said. Alpha's hand is warm and cold at the same time. Oddly enough, the feeling of his hand is very familiar, but she does not know why.

"I do not know. I once battled but I lost, leaving me to question my purpose of creation once again." Alpha said. Alpha feels strange. Cinder's cheek. It seems oddly familiar.

"Well, do not fret, Alpha. I am actually in need of help." Cinder said. Gets curious. "Maybe fate brought us together. I need help, you need purpose." Cinder pointed out.

Alpha is interested. "I...would gladly help...On one condition..." Alpha said.

"Yes?" Cinder responds.

"...Can I call you...sister?" Alpha asked.

Cinder wonders why. Did Alpha lose his family? Then again, can a creature like him even have a family. Regardless, she feels rather...happy around Alpha. She doesn't know why, but Alpha makes her very...comfortable. "Very well. You may call me sister." Cinder said, smiling.

Alpha does not have a mouth, but the way his eyes looked, he seems happy. Strange for a nanite to feel happy this way.

Alpha is beginning to adapt.

* * *

Another wind blows, but because the windows are open, it managed to enter the room, causing Emerald to wake up due to feeling the wind on her skin. "Mercury, we told you to close the windows when we sleep." Emerald whispered. However, she suddenly sees Cinder staring out the window. She seems to be clutching her head in pain. "Ma'am? Are you okay?" Emerald asked.

Cinder seems to have red circuitry like marks on the right side of her face. But because her back is turned, Emerald could not see them. She's still clutching her head in pain but then the red circuits disappear from her face and she feels better. She sighs in relief and faces Emerald. "I'm fine. Go back to sleep."

Emerald is worried, but she can't refuse. She nods and goes back to sleep. While Emerald sleeps, Cinder looks at her left hand. When she clenches her fist, the same red circuitry marks form on her whole left arm and hand.

Cinder smiles. Dust and Nanites. Her new arsenal.

* * *

 **Next time on RWBBYVerse**

"Hey! Get back here!" Ben yells as he jumps to another rooftop. He's currently chasing a certain ice cream themed girl.

Neo jumps to another rooftop herself. When there's no more roof next, she turns around and sits on the edge (like how she sits on the box in her battle with Yang) and looks at Ben. Ben manages to catch up to her.

"Alright. You better surrender. You helped Roman in that train incident. You were also saved him from us when we wrecked his robot." Ben said, drawing his sword.

But before he could do anything else, Neo stands up and uses the hook of her umbrella to pull Ben towards her and kisses him on his lips, surprising Ben.

After the kiss, Neo winks at Ben and jumps off the building.

* * *

 **It's short, I know. But I made this for a reason. Before anyone asks, no. Alpha did not fuse with Cinder. He just gave her nanites. Alpha is still out there, doing something for Cinder.**

 **That's all for now. Ask me questions in PM. Bye. Mwah!**


	24. Good Boy, Bad Girl

**Back! This chapter is canon to the story. Ben just got himself a love triangle. Penny doesn't count since she's pretty much gonna forget about such feelings later on.**

 **Prepare for some Batman x Catwoman action!**

* * *

Sunny day. It's only a few more days before the Vytal Festival. The streets are brewing with many people preparing food, materials, etc. Everything seems peaceful...

...Because no realizes there are two people chasing each other on the rooftops, parkouring 's no tomorrow.

"Hey! Get back here!" Ben yells as he jumps to another rooftop. He's currently chasing a certain ice cream themed girl. He saw her earlier talking to some goons and he immediately went after her...after beating up her goons, of course.

Neo jumps to another rooftop herself. When there's no more roof next, she turns around and sits on the edge (like how she sits on the box in her battle with Yang) and looks at Ben. Ben manages to catch up to her.

"Alright. You better surrender. You helped Roman in that train incident. You were also saved him from us when we wrecked his robot." Ben said, drawing his sword.

But before he could do anything else, Neo stands up and uses the hook of her umbrella to pull Ben towards her and kisses him on his lips, surprising Ben.

After the kiss, Neo winks at Ben and jumps off the building. Ben shakes his head to recover from the shock. "WHAT THE HELL!" Ben yells. He immediately sheaths his sword and dialed on the Omnitrix. After slamming down the Omnitrix, he turned into Spidermonkey. "Oookay. I wanted XLR8, but this'll do." He said and jumped off the building too. When he lands, Neo is already gone. Scratching his head, he just headed to the only direction she could've gone: forward.

After exiting the alley, he finally spots Neo jumping over a park fence and headed to the park itself. He immediately follows her by jumping over the same fences and he fires a web string at her. However, just as Neo turns around to stick her tongue out at Ben, the web hits her chest and...she shatters like glass. Ben remembers she can do that. Back at the fight against Roman in his mech, Neo saved him by creating an illusion.

"Figures." Spidermonkey said and slapped the Omnitrix and turns back into Ben. "Where'd she go?" Suddenly, a whole apple hits Ben on his head. He turns to see where it came from and sees Neo sitting on a tree branch of an apple tree. She then takes another apple and bites on it. Ben sweat drops. "Okay. Neo, right? Look, you're just wasting both our time. So why don't you surrender while I still have my patienc-" Ben tried saying... only to be interrupted by another apple to the face. He grits his teeth as Neo giggles, but doesn't make any giggle sound. She just looks like she's giggling.

"Okay. You don't wanna cooperate? Fine! I'll do this my way!" Ben yells and slaps down the Omnitrix after choosing Humungousaur. But instead, he turns into...

"Water Hazard!" He yelled. Then, he looks at himself in disappointment. "Gosh dang it, Omnitrix, which side are you on, honestly?" He said and prepares to fire water at Neo...until she jumps off the tree branch and lands on Water Hazard's face, causing him to fall on his back and prompting her to run away again. Water Hazard didn't feel any physical pain...but he's definitely feeling angry.

* * *

After almost half an hour of chasing, Ben finally catches up to Neo. He's definitely tired. He manages to find her at the docks, where she's sitting on a big crate, not even the slightest bit of exhaustion shown on her. She's silently giggling at Ben again as he is bent over, holding his knees and breathing heavily for air after being exhausted.

"Can you PLEASE stop running?!" Ben complained. No matter which alien he used, he can't catch someone who can make illusions. Even XLR8 and Fasttrack weren't able to catch her. Neo opened her umbrella and slings it over her shoulder as she stares at the exhausted Ben.

Suddenly, a bunch of White Fang soldiers come out of their hiding places. They all look at Ben. "Looky here fellas. It's one of those kids who messed with us!" One said and they all drew their swords.

"So you lead me to a trap, huh? That was your plan?" Ben said to Neo. Ben's too tired to fight back. And his Omnitrix is still recharging. After continuous transformations, it's pretty drained. All he has left is his own sword to fight back. He turns to the soldiers and raises his sword.

Unknown to him, Neo's eyes turn white instead of the usual pink and brown she has. She has a worried look on her face.

Ben tried blocking a sword swing with his own sword, but the force of the attack, combined with his exhaustion, caused him to get knocked back into the crate Neo is sitting on. Now slumping while backed into a crate, he has no idea what else to do as the soldiers all approach him with their swords out.

However, before any of them could do anything else, Neo jumps down from the crate, and her arms are stretched sideways, as if trying to defend Ben behind her. Everyone, even Ben, was surprised. "What are you doing?" Ben asked. Neo didn't respond as she stands still in front of Ben, still trying to defend him.

Even the White Fang soldiers wonder what's with their boss. "Boss! He's the one who ruined our plans at the train! Why are you defending him?" One asked.

However, her only response is her actually fighting them all. She starts beating them around, knocking all of them unconscious. Ben himself is surprised. After she's beaten them all up, she faces Ben with a sad face. Ben just stares in shock and awe. "Why...did you do that?" Ben asked again. Neo's only response is another kiss. However, this one is more passionate than the previous one, which was more of teasing than passion. Ben is still surprised to say the least. Neo breaks away from the kiss and smiles genuinely. She then spins around her umbrella and disappears in a white flash. Disappearing like dust in the wind. Ben still tried processing what happened... until he falls unconscious from everything that happened.

* * *

Ben slowly wakes up inside his own dorm. "He's waking up!" Ruby yells and Yang immediately goes up to her boyfriend.

"Ben? You okay?" Yang said as Ben sits up from his bed.

"I think...What happened?" Ben asked as he rubs his head.

"We found you passed out at the docks with a bunch of unconscious White Fang members. Police arrived minutes later to arrest them and we brought you back here." Blake explained.

"Yeah...Too bad one of them managed to get away." Weiss added.

"Ugh...I had a weird day..." Ben says. Not wanting Yang to find out about her arch nemesis just kissed him twice, he decided not to tell anyone at the moment. He sighs just thinking about Neo.

* * *

The guy who got away that Weiss mentioned is currently headed back to their hideout, but he's stopped when someone lands on him, knocking him unconscious. It was Neo. While the man is passed out, Neo starts drawing the sword of her umbrella. She looks at the unconscious man. raising her sword into a stabbing position, she grins like a psychopathic maniac...

...and stabs him.

No must ever find out about what she did.

* * *

 **That's all for now. Bye! Mwah!**


	25. Emerald Trailer

**Back! This is a trailer for Ben himself, RWBY style.**

 **Enjoy.**

* * *

 _I was really just a collection of somebody else's memories._

 _But with your help, these memories_

 _They took form. They became my voice, my personality._

 _And, after a while, I began to make brand new memories of my own._

* * *

Multiple White Fang members are at a secluded area in the city, gathering as many boxes of Dust as possible for their plans. However, as they work, they hear an incoming vehicle. One of the guards went to check the gate and see...

...an incoming teenage boy riding a green motorcycle. He's wearing a green hoodie jacket but lacks the white lines and the number 10. He has a white shirt underneath with a read vertical line in the middle. He's also got a black scarf with white outlines and he's also wearing black fingerless gloves. He's wearing blacks pants with green flames as a design. He also seems to be wearing black boots. What's really unique is that he has a belt with a sword and sheathe attached. At the back of his jacket is his emblem: the Omnitrix symbol. The said symbol is also found on his weird watch.

The boy jumped off his bike and the bike itself kept going.

The bike went through the gate and crashed it open. After the boy landed, he took out his sword and headed inside. Once he's in, many of the White Fang members all charged towards him, swords on their hands.

 _(cue Rules of Nature)_

The boy kicked the first two that came close then punched the next then unleashed a bunch of slashes at the fourth and fifth. It didn't kill them but managed to stun them. He then stabs the ground and unleashed a wave of ice at the incoming horde. He managed to freeze about 10 of them. More incoming from behind, with guns this time. They all fire at the boy, who simply deflects all the bullets at a fast rate. He then changes the Dust of blade and made it fire Dust. He does a downward a slash the manages to explode in the middle of the group that tried shooting him, knocking them all away.

After defeating his enemies, the boy proceeded to go inside the warehouse they were working on. Once he entered, he immediately saw a bunch of Dust crates lying around. As he is about to check them, the wall behind him exploded and he turns around to see a White Fang member piloting a Atlesian Paladin. The Paladin then fires its laser cannons, which the boy manages to dodge. However, it also fired its missiles, which manages to catch the boy off guard and knocks him away into the crates. The Paladin then fires more lasers at the boy, which also caused the Dust crates around him to explode.

 _(cue Just a Little Faster)_

However, from the fire out rises a person clad in a black trenchcoat with green flame designs. He's wearing a black full face motorcycle helmet with a green visor. He's wearing black pants with armored knee caps. His weird watch is gone. He's wearing two green gauntlets on his wrists and he's sporting green fingerless gloves. This is the same boy earlier, entering his Ultimate Form.

The new evolved boy laughed maniacally. "It's time for Ben to drown you!" He suddenly spoke and charged at the Paladin, who tries firing, but the boy was too fast. The boy then managed to punch the machine away due to his insane strength. When the machine staggered, the boy took out his sword and aimed for the feet. Then, as if time stopped around the boy, he rapidly slices off the feet multiple times and destroys them. With no legs left, the machine dropped down. The pilot ejects out of the Paladin and runs away from the evolved human.

The said human boy then glowed green and turned back into his orginal human form. "God..." He said, rubbing his head. "I'm never using Ultimate Ben again." He said to himself and headed to his bike again.

* * *

 **Done! Sorry if it's short, but I'm tired today. Anyway, for those confused, remember when I said Ben's Semblance allows him to go ultimate? Well, it also works on his human form. What you just saw was Ben going Ultimate Ben for the first time. Ultimate Ben (this version) is massively hypersonic and is stronger than most of Ben's forms, being stronger than Humungosaur but not Way Big or Atomix. However, it comes at a horrible price. Due to evolving his physical capabilities, it had a different effect on his mind, causing him to go partially insane and makes him ignore pain. His insanity affects his personality as well, being rather cruel to his opponents. But his communication with allies is unchanged, except for the part that he's still insane when working with them. When he turns back to normal Ben, his insanity disappears along with the insane speed and strength he possessed.**

 **Think of it like this:**

 **Ben = Raiden**

 **Ultimate Ben = Ripper Mode Raiden**

 **And in case you didn't catch it, I made a Ben Drowned reference near the end. Ben's second to the last line.**

 **That's all for now. Bye!**


	26. Something is Off

**Back! This is canon to the story. So prepare for some nightmare fuel and be sure to remember this specific chapter as a very important key to the upcoming Volumes.**

 **It's time for Ultimate Ben...to let er rip!**

* * *

"I was born to kill!" Ben yelled as he punched the ground, causing visible cracks on it. The rain keeps falling and Ben is wounded and bleeding on his arm. Behind him is Ruby, Weiss and Blake, all unconscious. Yang is also behind him, her eyes red but she's injured and on her back.

"What are you?" Ben's enemy asked.

"Me?" Ben asks and begins laughing maniacally. Suddenly, he glows green and in his place is Ultimate Ben. "I'm back." Ultimate Ben said and stood up. "Thanks to you, you broke Tennyson. Now, he's vulnerable and I took that chance to get out." He added.

"Kill him!" Ben's enemy yelled. One robot takes out it's sword and stabs Ultimate Ben. Ben's enemy smiles at the success of her minion. However, Ultimate Ben simply laughed maniacally. The robot backs away, sensing a growing threat from the hyper evolved human. Ultimate Ben then pulls out the blade of the robot from his gut, causing a large amount of blood to come out of his body. Ultimate Ben drops the sword.

"You've lost your mind..." Ben's enemy comments and orders her machines to attack Ultimate Ben.

The robots all charge at Ultimate Ben, but he simply slices destroys them all with just his fists. After destroying his enemies, Ultimate Ben laughs maniacally and pulls out his sword, pointing it at his opponents.

"Who's next?" Ultimate Ben asked.

Yang's eyes widened in sheer horror. Is this Ben?

* * *

Ben wakes up, breathing heavily as he just saw his nightmare in his sleep.

Yang also woke up and sees her boyfriend awake. "Ben? You okay?" Yang asks.

Ben wipes off the sweat on his forehead. "I'm... fine. Just had a nightmare." Ben responds.

"You wanna talk about it?" Yang asks as she sits up from her bed.

Ben shakes his head. "No. It's fine. Just an old memory." Ben replied.

"Okay. Good night." Yang replies and goes back to sleep.

Ben checks the time on his scroll. 1:50 A.M. Still early. He tries going back to sleep, but he can't seem to be able to. The nightmare he saw...he doesn't want to see it again.

* * *

History Class with Doctor Oobleck. Since the festival is almost near, they are to discuss the history of said festival and the tournament itself.

"The Vytal Festival was the result of the 4 kingdoms uniting after a long battle in world war. Now, can anybody tell me what is the technological marvel that the four kingdoms built as a sign of peace for all of Remnant?" Oobleck asked.

A bunch of students raised their hands. Velvet, Pyrrha, Ren, Weiss. Many more. However, Oobleck noticed that one of his top students isn't raising his hand. He saw Ben, asleep on his place beside Ruby and Yang.

"Mr. Tennyson!" Oobleck yelled, waking Ben up and catching his attention.

"Yes, s-sir?" Ben said, nervous.

"Why is my 5th top student sleeping in my class when he usually raises his hand when I ask a question?" Oobleck asked.

Ben, however, is asleep again. Yang elbows him on his side, waking Ben up again. "Gah! S-Sorry, Doctor. Just...didn't have enough sleep last night..." Ben replied.

Oobleck sighs. "Then next time...Sleep early. For now, I'll excuse your behavior. But if you continue this for the rest of the week, I will personally drag you out of my class." Oobleck replied and zoomed across the room again. "Now, Ms. Nikos, can you answer my question?"

As Pyrrha answers Oobleck, Ruby and Yang look at each other then at Ben, who seems to be nearly falling asleep again, his eyes have visible bags under them.

This worried the two sisters.

* * *

Night time again. Though the girls are all asleep, Ben is awake again after experiencing yet another nightmare. Ben tries to sleep once more, but like last time, he can't.

The nightmare is too much for him to bare.

* * *

And his lack of sleep has become more and more visible the rest of the week. Ben can barely focus on Glynda's combat class, leading to him losing his fight against Nora. Then he no longer pays attention to Professor Port's class, not because Port is boring, but because he fell asleep in the middle of the class.

Ruby, Weiss, Blake and Yang are all worried for their teammate.

* * *

While the girls are all busy reading some books and notes, Yang noticed that Ben, who is holding a book in his hand, has fallen asleep again. Yang sighs. She goes to wake him up by tapping on his shoulder. "Ben. Wake up." She said as she does so.

Ben wakes up, slowly opening his eyes.

The girls all stop what they were doing and approached Ben. "Ben, you barely get any sleep now. Is something wrong?" Weiss asks.

"Just tell us. What's been bothering you?" Ruby says.

"I..." Ben said. "...I've been having nightmares... And whenever I wake up from one, I can't go back to sleep..." He adds.

Yang remembers the first time this happened. "You told me it's fine. Why did you have to lie?" Yang replies.

"I didn't wanna worry you guys." Ben replies.

"Well, you worried us more now that you're acting like that." Blake comments.

"Is there anything we can do?" Ruby asks.

"What are the nightmares about?" Weiss asks.

Ben gulped as he nervously tries to remember. "...It's.. about Ultimate Ben..." He replied.

This surprised the girls. "Him?" Ruby asks.

"What about him? Is he trying to attack you during your nightmares?" Yang asks.

"No...In my nightmares... he's always... no...I'm always turning into him. Like...every situation... I turn into him and he...he goes too far...He..." Ben said. He can't find the right words to describe the atrocities that Ultimate Ben commits.

The girls all got worried. Is Ultimate Ben somehow causing this? Is he becoming sentient? Or is he just some form that cause fear to Ben than he causes fear to his enemies?

"Is there...anything we can do about it?" Blake asks.

Ben isn't sure. He didn't reply.

Yang sighs. "Come on, Ben. Let's get you rested instead." She suggests and makes Ben lie down on their bed.

"But I need to finish these-" Ben tried saying but Yang just kissed him on his lips and made him sleep.

"Shush. Just rest." Yang says. Ben reluctantly agreed and sleeps.

"So what now?" Weiss asks.

"I got an idea." Yang says, smirking.

The other girls all simply look at each other.

* * *

Ben wakes up from another nightmare. It's night. He rubs his head as he sighs. He knows he won't be able to sleep again.

However, Yang suddenly glomps him. "Y-Yang?!" Ben says and blushes.

"Hi, Ben. I knew you won't be able to sleep again. So I have an idea." Yang says as she puts out her hand. "Hand me the Omnitrix." Yang says.

"Why?" Ben asks.

"Trust me. You'll thank me tomorrow." Yang replies.

Ben sighs and taps a few codes on the Omnitrix then removes it from his wrist and hands it to Yang. Yang then puts it in and begins searching for the alien she needs.

"Found her." Yang says and slaps down the dial. After a flash of light, in Yang's place is a short, fairy-like alien with blue skin. She has purple fairy-like wings and blue hair that sticks straight up. She wears a yellow dress-like outfit with black zigzags. She has two, three-fingered hands and white gloves, and his feet have two toes on them. Her eyes are lilac with feminine eyelashes, and has pink markings on her cheeks and chin.

Yang turned into Pesky Dust.

"Prrrr...Now go to sleep." Pesky Dust/Yang says and fires dust at Ben, causing him to fall asleep. Then, using her other powers, she enters Ben's dream and changes it from a nightmare into a better dream.

* * *

Ben and Yang are in front of a priest while wearing their proper wedding attires. Every person they know is in the church with them. Ruby, Weiss, Blake, Jaune, Pyrrha, Ren, Nora, Sun, Neptune, Penny, Coco, Velvet, Fox, Yatsuhashi, Glynda, Oobleck, Port, Ozpin, etc. So many of them...

...attending Ben and Yang's wedding.

"You may now kiss the bride." The priest says.

Of course, Ben and Yang look at each other and kiss. The crowd cheers as the newly wed couple has finally been united.

After the kiss, Ben and Yang look at everyone, happy. Yang then turns around and throws the flower in her hands at the crowd.

The girls in the crowd all attempt to catch it until only one was able to caught it: Blake. She holds the flowers in her hands and looks beside her and sees Sun, who waves and blushes. Blake blushes as well, smiling.

Ben and Yang stare at the crowd once more. They both smile.

* * *

It was all actually just a dream. But at least Ben has finally managed to sleep. Pesky Dust turns back to Yang, takes off the Omnitrix and puts it back on Ben's wrist. Yang is happy to see Ben smiling in his sleep. Finally. His nightmares will never return again.

Ruby, Weiss and Blake all join Yang. They have watched what happened. "Is he going to be alright?" Blake asks.

"He will. Trust me. I gave him a dream that will definitely be his best dream ever." Yang replies.

"How come you can use the Omnitrix?" Ruby says, pouting.

"Well, now that that's over, let's go to sleep. We finally got to help Ben." Weiss says and goes to her bed, and so did the other girls.

Yang then cuddles with her boyfriend beside her, resting her head on Ben's chest as she falls asleep as well. Ben and Yang are both smiling in there sleep.

* * *

 **Next time on RWBBYVerse!**

* * *

"Alright, Terminator... Now you got me mad!"

"Its time for Jack the Ripper... to let er rip!"

* * *

"It's time for a DEATH BATTLE!"

* * *

 **To be continued...**


	27. Too Many Clones

**Back! Prepare for a massive amount of clones and humor! With so many Bens in so many universe, the amount of awesome will be everywhere!**

 **So hold on to your butts cause I'm doing them all! Fffffffff-**

 **Just kidding. I'm not doing all. But I am doing a lot.**

 **Keep in mind, I'm not doing any of these. I'm just putting these here for fun. But if you want to adopt a Ben, just tell me!**

 **With that said, let's get to reading!**

* * *

After losing against Ruby in another game of World of Remnant, Ben and Ruby relax while waiting for their teammates.

As Ben lies down on his bed while Ruby is reading an X-Ray and Vav comic, Ruby suddenly thought of something.

"Hey Ben." Ruby says.

"Yeah?" Ben asks.

"How do you think the other Ben clones are doing?" Ruby says.

Ben just shrugs. "I'm sure they're fine." He replies.

* * *

Water Hazard suddenly gets sent flying into a rock wall as a stream of water hits him. He turns back into Ben and looks at his opponent.

"Korra...I will never beat you in water based combat." Ben admits.

Korra, who just shrugs, also sticks her tongue out at Ben. "You'll never beat me in element combat." Korra boasts.

"Oh please. You can beat me in almost anything..." Ben says as he slaps down the Omnitrix and turns into Heatblast. "...But I'll always be hotter than you." He says.

Korra does a 'bring it' gesture with her hands. "Then come get me, hotshot." Korra says.

Asami and Mako are just sweat dropping as they watch the two fighting. "This is how they date...They fight each other to see who's more powerful." Asami says.

"I don't know about you two..." Bolin says as he joins the two. "But I've always wanted to know who's stronger between them."

"This is the exact representation of an unstoppable force meets an immovable object. This fight won't end." Mako replies.

"Meh." Bolin replies.

* * *

Ben is hanging upside as his feet are ensnared by his own webbing from Spidermonkey. "I hate this training. How does Spidey finish this every time?" Ben asks as White Tiger approaches him.

"He doesn't. He just makes excuses for it." White Tiger replied.

"Great...Can you get me free?" Ben asks.

White Tiger smirks under her mask. "Maybe. Maybe not." She flirts.

"Oh come on! I'll do anything you want today." Ben offers.

"Anything?" White Tiger replies.

"Yes." Ben replies.

Unexpectedly, White Tiger pulls up the lower part of her mask and kiss Ben while he's upside down, causing Ben to blush. Before Ben can even process the kiss, White Tiger pulls down her mask and uses her claws to slice the webbing snaring Ben, causing him to fall down.

"Ow...Thank you." Ben replies weakly.

"Now...How about that offer you gave me?" White Tiger says, crossing her arms.

"I already feel like I'm gonna regret this..." Ben mutters.

* * *

Samus enters a hallway and goes inside a room. Once she's in, she finds a cryo unit with a person inside, but she can't quite see who it is. She rubs the glass pane of the unit an sees a young man with brown hair.

"Why are the Space Pirates keeping a human in here?" Samus asks herself.

Before she can react, alarms began blaring in the room as red lights began flashing. Samus immediately does what she came here for.

A scientist who calls himself Professor Paradox said to recover this young man from the Space Pirates and if she succeeds, he'll pay her handsomely.

She pressed the button that open the cryo unit..Once it's open, the young man also awakens, dizzy after all the time he's in the cryo unit.

"Where...am I?" the young man says.

Samus then offers a hand up. "You're in a Space Pirate ship. I'm here to escort you out." Samus explained. "What's your name?"

"I'm... I'm Ben Tennyson." the young man replies.

* * *

"Who's next?" Cell asks after backhanding Hercule.

Piccolo, Krillin and Gohan were a bit...disappointed at Hercule's attempts. However, Ben found it both brave and stupid. Brave because Hercule tried fighting Cell without knowing who Cell is. Stupid because... Hercule fought Cell anyway.

Regardless, he needs to stop Cell..and hopefully get back 18.

"I'll take this dance." Ben boasts as he approaches Cell.

"The human who can transform? Very well. Do your worst." Cell says as he smiles sinisterly.

"Oh I will. And since most of my forms aren't as powerful as Goku, Vegeta or anyone else, really, I might as well up my game." Ben says and slaps down the Omnitrix.

After a brief flash of green light, in Ben's place is Atomix.

Cell smirks as he senses are incredible power flowing in Atomix. One that can even match Goku. "Impressive. Show me this form's power." Cell says.

"With pleasure, villain." Atomix replies.

Cell then fires a Kamehameha and Atomix fires a nuclear powered beam to counter it.

"Ben's not really holding back." Krillin says as the two beams collide.

"He's probably still angry at Cell absorbing that android woman." Gohan notes.

* * *

Ben and Cassie are back to back as they face undead Kitana and Sindel. As Cassie fights Kitana, Ben turns into Diamondhead and fires multiple shards at Sindel, who simply screams and causes the shards to shatter before they even hit.

"Foolish Earthrealm boy." Sindel taunts. "Caught in a war where he's forced to fight. And I hear you're not even from around here." She adds.

"Lady, I'm just here to kick your butt. So would just shut up?" Diamondhead taunts. Sindel unleashed a scream that caused Diamondhead's body to crack as he kneels down in pain. "So you wanna get loud, huh?" Diamondhead says and slaps the Omnitrix symbol.

Before Cassie was about to get stabbed by Kitana, Sindel was suddenly thrown at her, causing mother and daughter to get knocked into each other. Cassie turns around to see Ultimate Echo Echo, the one responsible.

"Nice form." Cassie says.

"Thanks. He was always my favorite Ultimate form." Ultimate Echo Echo says. "Let's go save the realms, shall we?" Ultimate Echo Echo adds.

"Got ya." Cassie replies.

* * *

(This one, I might actually do.)

"Hey. Hey kid. You okay?" Tucker asks as Ben finally wakes up.

"Sheesh. For a moment their I thought you were dead." Grif said.

"Where did he come from?" Simmons asks.

Ben shakes his head as he sees a group of armored soldiers in front of him. "Where am I? And why is everyone in armor?" He asks.

"Make room for him. He doesn't look too well." General Kimball says as a medic goes to check on Ben. "Get him some armor. He won't be safe wearing only a green jacket." She adds as one of her troops goes to get what she asked for.

Kimball then approches Ben as the medic is still examining him with her medical scanner. "What's your name?" She asks.

"I'm... Ben...Ben Tennyson." He says.

Tucker scratches his head. "Where have I heard that last name before...?" He mutters.

Meanwhile, hiding behind the door is Felix, watching everything. "Locus...We have a problem..." He says to whoever he's talking to on the radio.

* * *

 **To be continued...**

* * *

 **Next time on RWBBYVerse!**

* * *

"For my father!"

"Watch closely... You're about to witness the real deal!"

"These...are the worst...Death Battle combatants... EVER!"

* * *

 **And after that...!**

* * *

"The flying, fire breathing ninja turtle of doom!"

"There's a reason they call him the king of the monsters!"


	28. RWBBYVerse Volume 3 Trailer

**Back. A little something something for tomorrow. All Death Battle reaction chapters shall be delayed because of the release of Volume 3 tomorrow. So let's get this hype train starting.**

* * *

"Ruby Rose. What is an adorable girl, such as yourself, doing at a school designed to train warriors?"

"I want to be a Huntress."

"You want to slay monsters?"

"They're supposed to be the defenders of the world..."

* * *

"Grimm invasions, violent extremists, a destructive sociopath..." Blake says as she, her team and team JNPR are all gathered at a table at the festival fairgrounds.

"We should be looking forward with actual guidelines, and not... well... murderers." Pyrrha responds.

* * *

"Ozpin...is like a king to them...But Ben is...like a god... What is a king to a god...? But...What is a god...to a nonbeliever?" Alpha said, referring to himself.

"Alpha, you'll get your revenge." Cinder reassures.

* * *

"You sent me to get intel on our enemy. And I'm telling you... Our enemy is here." Qrow says.

"So then, what would you suggest we do?" Ironwood asks as he, Ozpin, Qrow and Glynda are gathered in Ozpin's office, looking at a holographic map of Vale.

* * *

Cinder is seen clapping slowly as she observes matches in the tournament, wearing something different from her usual attire.

* * *

Meanwhile, Alpha is seen with Penny. Both are staring at each other. Penny is confused, but Alpha has a different look on his eyes.

Next shows Alpha grabbing an Atlesian Knight 200 and started corrupting it from within it's head.

* * *

"I suggest we find our guardian. There's no telling when their next move will be." Ozpin replies.

* * *

"And now, for the moment you've all been waiting for... Welcome to the Vytal Festival Tournament!" Port announces as everyone cheers.

* * *

Ruby, Weiss, Blake, Yang and Ben all put there hands together and close their eyes. "This has to be the lamest battle cry we've ever done." Weiss comments.

"Weiss, don't ruin the fun!" Ruby replies.

"Are we doing this?" Blake asks.

"Yep! We are doing this." Yang replies.

"All together now..." Ben adds.

"IT'S RWBBY TIME!" the whole team yells as they all throw their hands in the air.

* * *

"Let's give the crowd a good fight." Cinder ominously said.

"Yes, sister." Alpha, inside an Atlesian Knight's body, replies.

* * *

Ultimate Ben simply chuckles darkly.


	29. Beginning of the End

**And now I'm back! With the new chapter up, I decided to make it now, baby! Spoiler warning, though. Since I'd be making these before the episodes come out of YouTube. Yes, I watch the ones on the Rooster Teeth site, so sorry if I spoil stuff. But hey, this is the internet.**

 **Now prepare for some RWBBY action and some Alpha-Cinder moments (the sibling kind, not the "you know what").**

 **Let's read!**

* * *

"Hey, Grif, lend me that wrench." an Atlas mechanic said as he is fixing one of the Atlesian Knights. The other, named Grif, grabs a wrench from the tool box and hands it to his partner.

"So, Simmons, after this, do we just report to the General?" Grif asked his partner, Simmons.

"Yeah. He's kinda pissed off about that Faunus kid messing up this thing with his juice drink. You'd think they'd make these things liquid proof." Simmons replied.

"Hey, the parts are already expensive, I hear. But I'm sure they'll fix it some time." Grif replied.

Suddenly, both of their scrolls ring. When they look at them, they both have the same message.

"Well, looks like we got more Knights to handle. Let's go grab them." Grif says.

"Yep." Simmons replies and both leave their repair room, leaving the broken down Atlesian Knight behind.

However, as soon as they left, Alpha comes out of hiding from a nearby generator. He stares at the broken AK robot. He floats towards it and suddenly, violently grabs on to it's head as he starts corrupting it and begins copying it.

Once he's done, the AK robot remained intact, but Alpha is now wearing the same appearance as an Atlesian Knight. Only difference is, instead of black and white, he's colored black and dark orange. And his visor is purely red with white pupils similar to his previous eyes.

He looks at his new body. Then at his right hand. Satisfied, he clenches his fist.

"They'll never see us coming." Alpha Knight said. He sees nearby black pants and a brown coat. He takes them, puts them on to hide his robot body and leaves.

* * *

 **Days later...**

* * *

On a certain Cliffside Altaris a young girl with a cloak billowing petals in the breeze. Hands clasped and hood up, Ruby Rose stands over the white stone memorial.

"Hey mom." Ruby says as she looks at the inscription on the stone memorial: Summer Rose. "Sorry I haven't come by in a while. Things have been... well, things have been, pretty busy. Oh, Dad's here, too! He's, uh, you know... Dad." Ruby chuckles and shrugs. But he told me that he's going to be on some mission soon. I think he misses adventuring with you."

Ruby then looks down. "I miss you too..." She then perks up again. " Haven't gotten kicked out of Beacon yet! So that's cool. I think being on a team with Yang helps. Keep her in line... That was a joke. She's actually a really great fighter! You can tell she's learned a lot from Dad! Oh, so are Weiss and Blake. Oh! They're my teammates! Oh! And I almost forgot Ben! He's Yang's boyfriend. Don't worry! He's different from other guys. He and Yang actually get along really well. You could say he's a member of our team too. He's our mentor-slash-teammate. Together, we form Team RWBBY! And yes, before you ask, that does cause a lot of confusion." She says, chuckling a little.

"Anyways, I made a bunch of new friends, and then I met some... let's just say, uh, odd teachers. Oh! We've also stopped some bad guys, too! I guess it's like they say: 'like mother, like daughter'!" Ruby chirps as she smiles. Then something crossed her mind. "I still wonder why Ozpin let me into the school early. But uh, I guess he'll tell me one day." She added. "It's funny, the more I get to know him, the more he's starting to sound like Uncle Qrow."

Suddenly, a bark caught her attention and she turns around to see Zwei and her father, Taiyang Xiao Long, his hands on his waists, waiting for her daughter.

"Oh! Looks like Dad's back! I gotta go! He's dropping me off at Beacon for the tournament match before he goes on his next mission. Wish me luck!" Ruby says and puts on her hood, heading back to her father and canine friend. However, before she leaves, she turned around one last time and smiles. "It was good to talk." She says and finally leaves.

As the family goes, a few crows fly into the distance. Looking closely, one would see that, with these crows in formation and the sun about to rise, it would seem the crows and the sun form some sort of name.

MONTY

(RIP, Monty. We all miss you.)

* * *

Ruby twirls her Crescent Rose, Blake takes out both versions of Gambol Shroud, Weiss prepares Myrtenaster and Yang cocks Ember Celica.

They all charge after their opponents in the arena.

At the hosts' area, we have Doctor Oobleck and Professor Port hosting the tournament live to audiences around the world.

"Hoho! Looks like we have ourselves another astonishing bout ahead of us! Wouldn't you agree, Professor?" Port says to Oobleck.

"Doctor." Oobleck corrected Port and continued. "And yes, I agree. This may be the closest match we've had in the four on four round of the tournament!"

"For those of you joining us just now, welcome to the Vytal Festival Tournament!" Port announced as the crowd in Amity Coliseum all cheered.

Amity Coliseum is a large technological marvel that is a literal floating arena in the sky. Airships carrying watchers and students alike are all headed to it so the people can watch and the wwarriors can fight.

"Now, let's get back to the match between team RWBY of Beacon and team ABRN from Haven." Port says and everyone kept watching.

Reese Chloris, a member of team ABRN, uses her hoverboard to charge at Blake. Reese then attempts to land on Blake with her hoverboard, but Blake managed to push her away. Reese then lands back at the ground and kicks her hoverboard at Blake, who swats the object back. The two continued passing and swatting each other the same board until Reese grabs her board and uses it as a melee weapon against Blake. The two engage in melee combat until Reese backflips and rides on her board. She then charges at Blake, who smirks as she gets an idea. Reese tries landing on Blake again, but Blake backs away while leaving an ice shadow, causing Reese to almost loose balance and prompts Blake to cut through the middle part of the board, seemingly slicing it in two.

However, Reese simply backflips so high and the two separated parts of her seemingly sliced board suddenly transform into dual pistols with two bayonets each. Reese grabs both guns and starts firing at Blake...only to slip and land on the ground with her rear, causing her to clutch it in pain as everyone gasped, even Blake. Butt slams. Reese's greatest weakness.

Meanwhile, Yang lands mere feet away from Arslan, who backs away before being pounded by a flurry of punches and kicks until she delivers her own hits, ending with the two smashing fists and creating a shockwave of force from the impact. Yang and Arslan are both thrown back, but Yang reaches her and tries delivering more blows before Arslan uses her rope dart to tangle up her blonde adversary and land a kick of her own to send Yang skidding on the ground. While Yang tries to get her balance back on the slippery surface, Arslan rushes forward and knocks her back even further.

Nearby, Nadir Shiko tries aiming with his assault rifle at Yang before a sudden burst of frosty blue explodes behind him and leaves the whimpering gunner in a block of ice up to his thighs. He looks to where whoever shot him and sees Ruby, looking through her scope.

"Got your back, sis!" Ruby says.

"Who's got yours?"

Ruby turns around to see Bolin Hori. Bolin twirls his staff, right when a black snowflake glyph appears to his left and Weiss kicks him through it into a rock.

"My BFF!" Ruby happily replied.

"No." Weiss said in a deadpan tone and zooms off.

Ruby, however, just pumps her fist and whispers, "Yes!" to herself.

Bolin crouches with his weapon as he sees a white glyph appear in front of him. A second later, Weiss dashes by and slashes at him, then leaps up and attempts an aerial attack, which he's able to block. She readies her sword while preparing a glyph behind her, and Ruby uses it to launch herself straight up and come down spinning on Bolin, who manages to block the curved blade. Ruby grimaces and blasts herself away to Weiss' side, and Bolin rushes at them, rolling away from the shards of ice that rain on him and jumping over Ruby's swing as he continues running.

Ruby is startled and confused as to why Bolin was suddenly just dodging her and Weiss. "Whaaaat?" Ruby exclaimed.

Bolin manages to reach an orange crystal deposit and slice off a shard, which he throws to Reese over in the icy half of the stadium. With Dust in hand, Reese fuses it with her board, turning the aqua lights to a crimson shade. She winks at Blake, then uses the board's heat to free Nadir from his icy snare.

She comes back to Blake and slams her board into her enemy's blade, but propels herself backwards and knocks Blake through a frozen pillar. Reese attempts to use her board to slam her foe into the ground, but when she dodges that, she spins around in a flaming arc that Blake narrowly misses thanks to her shadows. Changing tactics, Blake launches the pistol part of Gambol Shroud at a nearby glacier and launches herself behind it, as Reese follows her and sees Blake with her back turned to her under an arch. Reese grins before riding in to deliver a flaming spiral at the shadow clone, only to see the ribbon Blake is launching to trap her opponent a moment too late. She pulls tightly and causes Reese to slam body-first into the string, only to use a final kick to knock her out of the stage. Reese crashes into the wall of the stands before landing on the ground, defeated.

"Ooh, a double whammy! Reese Chloris is eliminated by ringout and Aura level!" Port announces as Reese's Aura level drops in the team display until her image is crossed out and she angrily slams her fist on the ground.

Back in the fight, Arslan uses her rope to swing around and avoid Yang right behind her, using shotgun blasts to propel herself forward. Nadir comes into the picture, aiming his rifle at Weiss as she summons another glyph and launches Bolin at him. The two teammates are helpless as Weiss creates a whirlwind from underneath them and slamming the two together until she forms a giant ice fist straight up from the ground to trap the two. It reforms itself into a ball that rolls around the field.

"Thank you, Diamondhead." Weiss whispers to herself, learning the move from a certain boy in their team.

Arslan sees her team in this state and rolls her eyes, annoyed, before changing direction and sliding into the path of the ball. She readies her stance and drives her hand into the sphere, which cracks under her power and frees her allies.

"Yang. Weiss. Blake. Ruby"

Someone in their earpieces say. It's a familiar voice of a familiar boy. "Now."

Yang turns to look at Weiss and they nod at each other. Weiss creates a large frozen slide-like shape. Knowing what to do, Yang blasts herself forward and skims over the wall of ice, catching Blake's pistol as her teammate uses Ruby as a launch pad to jump off of towards the remaining members of ABRN. The three only have a second to look horrified as Blake whips a screaming Yang around to land a devastating punch that sends the trio flying into their elimination.

"And that's the match! Team RWBY is victorious!" Port announces as everyone cheered in the arena.

Weiss looks around, unsure. "We did it?"

Ruby looks at her sister for confirmation, she smiles and leaps into the air, screaming, "WE DID IIIII-"

* * *

"-...is anyone else hungry?" Ruby says, hunched over.

The whole team (well, not yet whole) is now at the fairgrounds. Blake puts her hands behind her head, trying to look cool and calm.

"I may have worked up an appetite." Blake says. And right on cue, her stomach growls very, very, VERY loud, much to her embarrassment.

"Gee, if only there was somewhere on campus to get food around here." Weiss said sarcastically. "Oh, wait." She says sarcastically again.

If one would notice, they're literally in the middle of a bunch of myriad of tents and small shops wreathed in colorful flags in a large forest clearing as people mill about to experience it all.

"It's okay, Weiss." Ruby said as she puts an arm on Weiss' shoulder. "I forget about the fairgrounds, too."

Weiss pushes Ruby away. "I was being facetious." She replied.

Ruby freaks out and says, "Gah! If you were hungry, why didn't you say so!?"

"Come on! I know just the place." Yang says.

As the girls head to the place Yang suggested, Weiss suddenly stops as she hears a ringtone on her Scroll. Pulling it out, she sees the caller ID labeled "FATHER", and glares at the device, putting it back from where she got it, unanswered.

As they keep walking, Ruby finally noticed something. "Guys. Where's Ben?" She asked.

Suddenly, a puff of green smoke appears in front of them and as the smoke clears, it shows Joker, who just teleported into the area. "Milady." Joker taunts as he bows like a gentleman and turns back into Ben.

"Ben! Where have you been?" Ruby asks.

"I was just trying not to..." Ben says as he takes out a red wallet full of Lien. "...forgot my money." He says.

Ruby then starts frantically patting around her outfit, panicking, as the wallet looks exactly like her wallet.

Ben chuckles and gives Ruby her wallet. "You guys did great. That's how team RWBBY rolls." Ben says as he and Ruby high five.

"Yeah!" Ruby replies.

Ben and Blake then bump fists and Ben opens his arms for a hug from Weiss. Weiss just rolls her eyes and crosses her arms. Ben smiles and just pats Weiss' head, causing her to get annoyed. When Ben approaches Yang, Yang suddenly flicks Ben's nose. Ben just covers his nose in very slight pain.

"Ow." Ben responds.

"Heh. So where have you been after the fight? For real?" Yang asks as they head to the place they want to go to.

"Just been trying help some people here. Also, I hung out with Sun and Neptune after that. That's when I thought Ruby forgot her wallet again in the room. And I was correct." Ben says.

"Girl pockets are the worst!" Ruby responds.

"So are boy pockets."

The whole team RWBBY turn around to see Emerald, holding a Sumo Slammer card in her hand. Guess who it belongs to?

Ben searches his pockets and noticed that it is indeed his Sumo Slammer card. "Darn it...Must've dropped it." Ben says as Emerald gives him the card. "Thanks, Em. But can you please not tell anyone about the card?" Ben whispers.

"No promises." Emerald replied.

The girls all giggled and Ben gulps nervously.

* * *

"See you later!" Emerald said as she waves goodbye to team RWBBY and immediately drops the act as she walks with Mercury and looks disgusted.

"So, how are the new friends?" Mercury asked, seemingly sounding different than usual. Something like Ben having a deeper voice.

Emerald, scowling, replies, "I hate them."

Mercury shrugged. "Orders are orders."

Emerald mashes her fingers together angrily. "I just... how can they be so happy all the time!?" Emerald angrily ranted.

"Did you at least get what we want?" Mercury asked.

Emerald just waves his question away. "It's the heiress and the bimbo." She says

"Hmm, alright. At least we know who we're working with." Mercury says.

* * *

At one of the unassuming huts set up in the fairgrounds stringed with paper lanterns with a sign overhead saying A Simple Wok, Team RWBBY sits at the stools outside, ready to order.

"I'll have a bowl of the regular, please." Yang says to the Shopkeep. A large bowl of noodles slides in front of her.

Ruby stares at Yang's meal. "Oohhh... I'll take the same." A large bowl of noodles slides in front of her, as she clasps her hands in excitement.

"Do you have anything with a low-salt ...?" Weiss tries saying but was interrupted by a large bowl of regular noodles sliding immediately in front of her instead. "Um ... okay ..." she merely says.

"You don't happen to have chili fries, do you?" Ben asks but a bowl of noodles also slides in front of him. "Nevermind." Ben adds.

Instead of saying anything, Blake merely gives a nod and smile to the Shopkeep, who returns the gesture as he rushes through one door of his shop and comes out the other to leave a large bowl of fish in front of her. Blake's eyes light up as she drools over her order. Ben immediately noticed this.

"Heh." Ben says as he suddenly came up with a prank. But he'll need the right timing to pull it off.

While Weiss looks strangely at Blake, she gladly offers her Schnee Dust Company credit card to the Shopkeep.

"Aw Weiss! What's the occasion?" Yang asks.

"Consider it thanks for sending me to the doubles round." Weiss says. However, her joy is ruined when the card is flung back at her, and the annoyed Shopkeep points to his register as it beeps 'DECLINED'. "What?! How can my card be declined? I was barely into my monthly allowance!" Weiss complains.

Blake, looking around panicked, she attempts to slowly slide her bowl closer to herself before the Shopkeep disappears with her food, causing the poor girl to slump over in defeat. "Nooo!" Blake whimpered.

Ben held back his laugh as he finally sees an opening for his prank. "Poor Blake. Hey, Blake. I got some fish for you!" Ben says.

Blake immediately grabs onto Ben. "Give me!" She says.

Ben slams down the Omnitrix and turns into Ripjaws. With jis large teeth, he roars at Blake, who faints, seeing the irony of a fish trying to eat her instead of the other way around. Ripjwas turns back into Ben and starts laughing. "Oh man! It actually worked!" Ben says, laughing.

Weiss glares at Ben. "That was a bit too much." Weiss says.

"Come on. It was a bit funny." Ben replies.

"No." Weiss replies in a deadpan tone. Ruby and Yang chuckled at Weiss' deadpan response instead of Ben's prank, causing the boy to slump in shame.

"Maybe I could help?"

Ruby, Weiss, Ben and Yang all look at their left to see Jaune, Pyrrha, Ren and Nora approaching their stand.

Ruby flings her arms wide in delight and happily yells, "Pyrrha!"

"Aw, you don't have to." Yang says.

Suddenly, Blake wakes up and excitedly says, "But she could!"

"I think you all earned it after that battle." Pyrrha says.

"Mind if we join you?" Jaune adds.

* * *

"So, you guys think you're ready?" Ruby asks Pyrrha after they all finish their bowls. Jaunes seems to be clutching his belly in pain as he ate too much.

Nora starts to gesture to each of her teammates. "Of course! We've got a world-renowned fighter on our team, one's basically ninja, I can bench five of me, Jaune, we trained all year, our weapons are awesome, Glynda barely yells at us anymore, and uh... Jaune!" Nora says frantically.

Ren, to Jaune, asks, "Are you going to take that?"

"She's not wrong." Jaune replies, groaning in pain rather than in embarrassment.

Nora begins talking quickly, the color slowly draining away as she gets more worried. "I'm kidding, he knows I'm kidding. Don't be so nervous! The worst that can happen is that we lose, finish a few more years of walking around school with everyone knowing we're failures, our friends will slowly abandon us to preserve their social status, we won't be able to show our faces in class, no one will sit with us in the cafeteria, Ren and I have no parents, and we have no home left to go to, and we'll be renamed Team Lose-iper!" She ends, laughing madly but her mad laughter turns into sobs as she slams her head on the counter.

Ren, unperturbed, simply says, "So, yeah, we're feeling pretty good."

"Don't fret. If anything, we should be looking forward to fight with actual guidelines, and not, well, ...murderers." Pyrrha points out.

"Don't sweat it, we've all faced worse before." Yang replies.

Blake counts off the threats on her fingers. "Let's see. Grimm invasions, violent extremists, two destructive sociopaths, one being a superpowered wizard from another dimension..."

"Don't forget dying. Dying sucked." Ben says remembering his actual death and resurrection. He then simply sips on his smoothie.

"And that's all while were still in training! Oh, imagine what it would be like to graduate!" Ruby says, clasping her hands in excitement.

Weiss just sarcastically mumbed to herself. "Maybe then we'll be able to pay for a meal."

Port, crackling in over the intercom system, announces, "Would Team JNPR report to the battlegrounds immediately!"

"Yes! Like they were scheduled to, several minutes ago!" Oobleck added.

"Well, it looks like this is it." Pyrrha says.

Ruby, to Team JNPR as they walk away, Nora still depressed and Jaune looking queasy, says, "Go get em'!"

* * *

Team RWBBY enter the Coliseum through one of its tunnels and head to their seats as Emerald and Mercury are also walking behind them to do the same.

Having found his seat with Emerald and munching on a large tub of popcorn, Mercury says, "I wonder who's gonna win."

"Tch. We already know." Emerald replies.

Suddenly, Cinder walks up behind them, wearing a new outfit composed of jeans, an orange jacket, and sarashi bandages over her chest. She grabs an unpopped kernel from Mercury's popcorn bucket.

"Oh, come now. Even if you know how the story ends, that doesn't make it any less fun to watch." Cinder comments. Her eyes then glow with her fingertips and her hand forms orange nanite circuitry, making the kernel finally pop, which she enjoys while sitting down as Mercury and Emerald share a devious smirk.

"Oh. By the way, how's Alpha?" Mercury asks.

"He went off to do some errands for me." Cinder replies, smirking.

* * *

Somewhere, in the deep forests outside of the city, Alpha, still in his Atlesian Knight body, lands on the ground after flying to this specific area.

A Beowolf spots him and it pounces on him...only for Alpha, without even looking, grabs the Grimm by it's throat and starts absorbing the life out of it using his nanites. Once he's done, the Beowolf simply turned into ash.

"Now then..." Alpha says to himself as he travels the land.

* * *

 **And Volume 3 Chapter 1 is done! Whew! That's all for now. See ya next time!**


	30. Positively Shocking

**Back. Saw the second ep and now I'm more hyped than ever. Let's begin now!**

 **And before we begin, let's all make a bet: one of the reviewers that will comment after reading this will say "...continue please" at the end of his review. Because seriously, that's all he ever says. StrongGuy was his name, I believe. Every review.**

 **Don't get me wrong. I appreciate the support, dude. I really do. But.. well...you say the same thing over and over and over again. I thank you for the support, but dude. Communicate with me or your fellow reviewers too.**

 **With that out of my chest, let's read.**

* * *

Team RWBBY have all sat at their respective chairs and prepares to watch the next match. Team JNPR vs team BRNZ.

While the girls are all cheering, Ben is pretty excited himself. He was about to cheer for his friends until he noticed his Omnitrix beep. "Huh?" Ben says and looks at his watch.

It beeped twice but then stopped. He just shrugged and finally cheered. "Whooo! Go JNPR!" He yelled.

Little did he know, the Omnitrix has a surprise for him soon.

* * *

After the arena has chosen it's biomes for the fight, which is a forest on one side and a stormy mountain on the other, team JNPR readies themselves against their fight with team BRNZ.

"3...2...1..." Port announces through the audience. He almost sounds like a fighting game announcer.

Jaune raises his sword. "Come on guys!" Hey yells.

"BEGIN!" Port finally says and the round starts.

All four members of JNPR charge forward, but only three fighters from BRNZ do the same; their beanie-wearing sniper turns around and heads into the trees, cocking her weapon. In the center of the field, leader Brawnz Ni delivers a knee kick to Pyrrha Nikos' shield that sends her skidding back, right before she blocks the claws on his fists with her xiphos. She jerks her sword away and makes him leap back, just as the sniper jumps up into the branches of the forest with the bladed butt of her rifle. Lie Ren readies his StormFlower to attack Nolan Porfirio, who almost gets blindsided by Nora Valkyries swing with Magnhild before he ducks under the attack and attempts to hit her with his cattle prod. The sniper girl finally takes aim from her spot and manages to fire off two rounds near Ren, destroying the rocks behind him. Jaune manages to block the buzzsaw gloves of the last BRNZ brawler with his own shield before he notices the bullets flying and sees the glint of the gun in the leaves.

"Retreat!" Jaune yells.

Ren glances back at his leader as a shot hits the ground by his feet. He and Nora start running back into the mountains as Jaune and Pyrrha cover their escape by blocking the bullets with their shields. The four leap over a rocky outcropping for cover.

* * *

"Nice." Ben comments.

"Hm?" Yang mutters.

"It's a good tactic. Stay behind cover for a plan. I like how Jaune thinks." Ruby adds.

"What she said." Ben replies.

* * *

"What do we do?" Pyrrha asks Jaune.

Jaune looks over the edge to see the melee fighters closing in. "Spread out. Try to keep moving." Jaune orders.

His team follows this just as Brawnz lands a punch on Jaune's shield.

The sniper gets even higher in the tree and smiles from behind her scope as she looks at the fight below. Brawnz and Pyrrha continue to duke it out while Nolan slowly advances on Ren when he slides into his path. The prod-wielding warrior looks back at the trees and nods to his hidden ally, who shoots at Ren's feet again and makes him jump around trying to dodge them. Just as he lands, Nolan hits him upside the head with his weapon, and is able to miss the retaliatory kick with another blow to the knee and a final hit to the chest using the business end of his prod. Electricity shoots through Ren's body before he collapses to the ground beside his childhood friend.

"Ren!" Nora yells and scowls at the one responsible for Ren's predicament. Nora takes a swing at Nolan, who promptly dodges it and again unleashes his weapon's power into her corset, though this causes a quite different reaction from the grinning redhead.

"Oh-ho! Looks like one of my favorite students, Nora Valkyrie, is charging up to use her Semblance!" Port says through the arena, causing Nolan to panic.

"What?" Nolan says in shock. (Eh? Get it? Shock?)

"Yes, Ms. Valkyrie's Semblance lets her produce, as well as channel, electrical energy straight to her muscles!" Oobleck explains. "This allows her to jump explosively into the air, wield her mighty hammer, or in this case, absorb Nolan's attacks and send the young man flying!"

"WHAT?!" Nolan yells as he looks back at his enemy.

* * *

" That's Feedback's thing." Ben pointed out.

"To be fair, Feedback can absorb any kind of energy. Nora can only absorb electricity." Blake replies.

Yang nods. "Besides. You were given a device that helps you in almost any situation. I'm pretty sure what most people do, you can do it too." She says.

"I agree. You got speed like me, you have multiple element aliens like Weiss has multiple Dust, you can make clones like Blake and you can absorb stuff like Yang...or Nora." Ruby adds.

"Fair enough." Ben replies.

* * *

Nolan finally takes his cattle prod away, but the damage is done: Nora flexes her arms as pink lightning is seen coursing through her body. Nolan attempts to lift his hands up in surrender, but thunder starts sparking from Nora's Aura as she rushes at him. Nora's hammer hits head-on and Nolan bounces back across the field, crashing through a rock and staying there when he's stopped moving.

Jaune looks back at the mountaintop on his team's side as a dark storm cloud appears over it, cackling with lightning. He looks over at his energized teammate.

"Nora! Get to the mountain!" Jaune yells.

Nora salutes back and says, "You got it!" before sprinting to the mountain to start her climb.

"Ren! Try distracting the sniper!" Jaune orders.

Ren, as another shot nearly misses his head, he slouches, sarcastically replying, "Sure. Why not."

The remaining three members of JNPR run forward as Nora hops up and rapidly ascends the mountain. The dreadlocked BRNZ opponent throws the saws from his gloves into Jaune's shield, which still manages to bend the metal and slam the leader's own defense in his face before the weapons return back to their master. Pyrrha gets up close to him, and he delivers a series of spinning swings with his arms into Akoúo̱ as Jaune shakes off his disorientation and charges into battle yet again.

* * *

"Whooo! Go get them, Jaune!" Ruby cheers.

"Yeah! Come on, budddy! You got this!" Ben cheers as well.

"Well, he's certainly improved." Weiss points out.

Yang pumps her fists and says, "Yeah! But he ain't got nothing on Pyrrha!"

* * *

Back in the fight, Yang's statement is proven true with Pyrrha taking on both Brawnz and the sawblade boy, delivering a kick to one as she deftly dodges and blocks the discs of the other, throwing her javelin to distract the latter while she somersaults back to use both feet in landing a blow on Brawnz. The sniper girl attempts to shoot Ren while he dashes his way toward her position, leaping out of the way of her shots, the flying saws, and even sliding under Pyrrha before he runs at Nolan, weapons blasting until he's close enough to start swinging his blades away. He ducks and deflects each of the cattle prod's attempted hits until he manages to hold it in the pistol's blades and double kicks his opponent, giving him the opportunity to catch Nolan's weapon in his own as the prod is forced behind Nolan's head and leaves him trapped. Ren hides behind the teammate of the sniper, who stops aiming at him and lifts her barrel up to another target: Nora.

"Nora!" Ren warns as he keeps the struggling Nolan in place.

Jaune, as he catches Brawnz's claws with his blade while Nora lifts herself higher and higher to the top, yells, "Pyrrha! Up!"

His partner rushes towards him, dodge rolling to avoid a launched saw until she bounds over Brawnz and lands on Jaune's shield. He manages to throw her into the air with her own shield raised to block the kill-shot aimed at Nora. This gives the redhead just enough time reach the peak, and she lifts her hammer up as a bolt of lightning hits the weapon directly. She changes it back into grenade-launching form and pops the front off to reveal six explosives that shoot out over the field in a heart-shaped formation onto the sniper. The poor girl barely has time gawk before she leaps over to a nearby tree just as the one she was in goes up in pink flames, leaving only a giant scorch mark billowing smoke to block out the coughing sniper's view. She jumps down from the branches just as her three teammates look up and behind them at Nora coming down on them like a meteor, slamming her hammer into the ground and sending theenemies back at the feet of their disoriented teammate.

 **"** This is it, guys! Let's finish 'em with team attacks!" Jaune exclaims. "Ren! Nora! Flower Power!"

 **"** Wait, what?" both Nora and Ruby (who's still watching) said.

* * *

"Oh god..." Ben says, facepalming. "I told him not to do it..." Ben adds.

"Team attacks?" Ruby asks.

"Duo names...He's terrible at duo names..." Ben replies.

* * *

Jaune lowers his blade as he looks back at his befuddled team. "F-Flower Power." He replies. His lost friends shrug. "That's your team attack name!" He yells.

"Since when?" Ren asks.

 **"** Guys, we've been over this!" Jaune says and he gestures at his teammates, not noticing the other side getting up, ready to fight again. "Flower Power is Ren and Nora! Ren brings a flower, Nora brings the power!"

Ren jus rubs the back of his head with one of his guns _._ "How do I bring a flower?" He asks.

 **"** No, silly, not _a_ flower! _Flour_ , like in baking!" Nora corrects, though she's still wrong.

 **"** Why would I bring that?" Ren asks.

"I- Uh- No, it's your symbol!" Jaune yells.

Pyrrha, curious, asks, "Sooo, what are we?"

 **"** Pyrrha!" Jaune yells, as if accusing Pyrrha of something.

 **"** Sorry! I just want to make sure it's clearly defined." Pyrrha excused, because she really doesn't know. Jaune triesto be patient while Team BRNZ looks more confused than their opponents. "Pyrrha, you and I are Arkos. It's that thing, where we take out shields? Remember?" Jaune says.

"Arkos?" Pyrrha asks.

Jaune is starting to lose his patience. "Yeah! It's our names put together!" He replies.

 **"** Right, no, I get it..." Pyrrha says.

 **"** What, you don't like it?" Jaune asks, panicking.

"No, no! It's... good?" Pyrrha hesitated.

"Mmm, I sense hesitation." Nora comments. See? Even she agrees.

* * *

A lot of people were already facepalming. Even team RWBBY. As the conversation went on and finally ended, Jaune ordered Nora to hammer all 4 of team BRNZ and they all got sent flying out of the ring, giving JNPR the win.

"Jaune really needs to focus more." Ben points out.

"Yep." Ruby agreed.

As they all wait for the next fight, Ben's Omnitrix started beeping again. The girls all look at Ben, who is currently trying to figure out why his watch is acting like that. "What's wromg, Ben?" Blake asks.

"Stupid watch is beeping but there's nothing wrong with it." Ben says. "It's not in self destruct..."

"Self destruct?!" Weiss yells. All the girls were shocked, hearing that the Omnitrix has a self destruct feature. Ben has never told them that.

However, Ben ignore Weiss and went on. "...it's not detecting any anomalies around. I don't know what's wrong." He says.

Thought they were shocked, the girls all try to shake off the revelation and decide to help Ben. "Maybe you have a new form?" Ruby points out.

"Yeah. Maybe she's right. Didn't it beep when you got Joker?" Yang adds.

"Well, I can't transform now to find out. There's too many people." Ben replies.

"That wasn't a problem to you before. You have transformed into aliens in the cafeteria and the amphitheater before." Blake points out.

"Well, to be fair, only Beacon students, Sun and Neptune know about his powers. The rest of the world doesn't know. " Weiss comments.

Ben is rather curious about what's causing his watch to beep. Could it really be a new form? Or is it something else. He needs to find out. Or else he's gonna get annoyed by the constant beeping.

"I'll be back, guys. Message me when the fight's about to start." Ben says and leaves.

Yang is confident that Ben will be fine. After all, he is the strongest member of the team. Still, it doesn't stop her from being worried.

"He'll be fine." Ruby says, putting a reassuring hand on Yang's shoulder.

"Yeah, I know." Yang replies with a smile.

* * *

Ben walks around the fairgrounds while he tries "fixing" the constant beeping of his watch. "Stupid watch. Will you stop beeping?" Ben says angrily and actually slams his Omnitrix on a wall.

The beeping actually stopped.

"Huh. That worked." Ben says and prepares to go back to the coliseum. However, when he turns around, he accidentally bumps into someone holding a bucket of popcorn and the collision caused the person to drop said popcorn bucket. This caused the popcorns to spill over the ground.

"Oh! I'm so so so sorry!" Ben says and looks at the person.

It's a short girl that's only reaching his chin in terms of height. Her hair is black, with lighter streaks and both of her eyes are green. Her hair is done up in a twin tail hairstyle with white bows. She wears an outfit reminiscent of Gothic lolita fashion, with a black and white color scheme and a style of dress reminiscent of Victorian era clothing. Her attire consists of a sleeveless black blouse with white frills on the chest and collar and a black ribbon bow hanging from front of the collar. The blouse exposes her midrif, and she wears medium-length black armbands on both of her wrists. Along with the blouse, she wears a knee-length skirt fastened with a white belt. She wears black shoes with a triple tomoe emblem on the soles, with white legwarmers.

Ben scratches the back of his head as the girl just stares at Ben. "I'll pay for it! I'll pay for it! I'll buy you another one!" Ben says and heads to the nearby popcorn stand. The girl follows him.

After Ben buys her a new bucket of popcorn, he hands it to the girl and the girl blushes and smiles as she stares at Ben's green eyes with her own green eyes. Without hesitation, the girl kisses Ben on his cheek, causing the boy to blush.

"Uhhh...There was no need for that! A simple thank you would've been good enough..." Ben replies, rubbing the cheek he was kissed on.

The girl just winked at Ben.

"I...have a girlfriend!" Ben says. "So yeah. It's a problem if you kiss me like that." Ben adds.

The girl's smile suddenly turns into a scowl. But suddenly, she smiles again, sticks her tongue out at Ben and heads out, away from Ben while waving goodbye at Ben.

Ben sighs as soon as the girl left and he immediately heads back to the coliseum.

However, as Ben is leaving, the girl looks back at him. She bites her lip and blushes, as if holding something back as she watches Ben leave. She has a look in her eyes that practically says "You're mine."

* * *

At the appropriately-named Crow Bar, a grey-haired figure in a tattered red cloak is sitting at the counter with a collection of empty glasses to his side. He takes a swig from another drink as he looks up at the screen above, displaying an image of the victors with the caption "Team JNPR Defeats Team BRNZ!"

As the bartender wipes the surface of one glass, he says, "Those kids weren't half bad."as

The grey-haired stranger looks at the screen for a while before taking a sip on his drink once more.

* * *

"Team NDGO of Shade is certainly a crowd favorite, but these lovely ladies are going against some of the toughest, testosterone-filled teammates we've seen so far! I'm of course talking about... Team SSSN!" Port announces.

A few female spectators in the stands are holding up signs with each members' face decorated with hearts, the exception being a simple image of Sun's abs. Seems team SSSN has a bunch of fangirls. Team NDGO, however, were unimpressed.

* * *

Ben then comes back and sits back down next to Yang. "Did I miss anything?" Ben asks.

"It's just starting." Blake replies.

* * *

Team SSSN walks into the center of the field, waving to the cheering crowds as they do so. As they continue waving, Neptune stops as soon as he spots his four beautiful opponents, which causes him to develop a confident attitude as he addresses them. "Ladies." He says, confident.

* * *

Shock at this simple word turns to her shaking with rage, Weiss angrily gets up and points into the arena, yelling, "Break his stupid face, NDGO!"

Ruby, Blake, Yang and Ben all chuckle. "Hey. If they don't, I'll do it for them." Ben says. He actually always wanted to punch Neptune in the face.

"Thank you. I would appreciate that." Weiss replies. "I'd appreciate it more if you do it as Way Big." She added.

"That's overkill..." Blake and Ben reply, sweat dropping.

* * *

After the biomes have been chosen, half desert and half ocean with a shipwreck, the fight begins. And apparently, Ruby, Weiss, Yang and Ben find out from Blake that Neptune is afraid of water. Now Ben is getting ideas how to avenge Weiss. He smirks, think of ways on how to pull off his prank.

Back at the fight, Neptune zooms through the enemy team and skids up the mountain behind them.

"Neptune! What are you doing?!" Sage yells at his blue haired teammate.

Neptune is now standing on a ledge near the top of the formation, yelling down to his friends, "Uh, you know, just gaining some higher ground!"

"On the enemy's side?" Sun asks, obviously mad at Neptune.

"They would never expect it!" Neptune excused.

Dew, a member of team NDGO, shrugs. "He's not wrong." She says.

Team NDGO goes forward into their turf as Team SSSN follows them, Sage with his sword raised and Scarlet having ditched his coat. He comes up on Octavia Ember emerging out from a nearby arch and tries to slice her with his cutlass. She ducks under the swing and continues sliding away, past the middle of Dew and Sage getting ready to rumble. Sage hefts his giant blade overhead, only to get knocked back by Dew's spear. He glances up in time to see the blonde wave her weapon over the sand to create three small twisters that kick up dust in Sage's face. He looks around as they surround him, but doesn't realize the danger until they coalesce into one big tornado that picks him up off the ground. With his weapon torn out of his grip and screaming in panic, he's totally helpless as the winds knock him and his blade out of the arena.

"NDGO gains an advantage." Oobleck announced as Sage's image is crossed out in the board.

Octavia slides in front of Sun and Scarlet, who ready themselves to fight her just as she spins her sword around and produces a wave of flame that kicks up dust in their faces. Sun manages to jump out of the cloud just in time to call for his replacement in fighting the redhead.

Seeing his leader run from the duel, Neptune leaps down from his position and cocks his gun. Octavia attempts to use another fire attack to blind Neptune, but he simply puts on his goggles and fires a bolt as his opponent, who blocks it with her blade right before seeing Sun leap out of nowhere to deliver a neck-snapping kick to her face.

* * *

Ben actually cringed and shuddered. "Ouch...How is she not dead?" He asks himself.

"Aura, son." Yang replies, crossing her arms and smirking.

"We've played too much Iron Gear Ascending." Ben comments, sweat dropping.

* * *

Now furious, Octavia brings her blade onto Sun's Ruyi Bang and Jingu Bang in its staff form as he spins it all around his body while hitting several parts of hers. He ends it with a jab that knocks Octavia on her back in the sand.

"And we're down to 3-on-3!" Port says as everyone cheers in the audience.

Sun looks at Neptune fighting with Gwen Darcy as she circles him with her flying knives and Scarlet attempting to go weapon-to-weapon with Dew. She merely calls upon another sandy cyclone to lift Scarlet up, and he revolves around the spiral until it launches him over the shipwreck. It seems like he's about to be eliminated at well, but he extends his arms and manages to dive onto a part of the mast, almost losing his balance once the pole's under his feet. He eventually finds his balance right when Nebula closes in and launches an arrow with her crossbow at the mast, using it to jump right up to where Scarlet is. She folds up the sides of her weapon into a blade to cross swords with her opponent, the both of them ducking and missing or getting hit by the hilts until Nebula slams her metal over Scarlet's and forces him to lean back on the post. Luckily, he manages to get his sword back out from the trap and feign a swing at Nebula's feet before knocking into her with his elbow, causing the NDGO leader to fall into the sand below.

From his position, Scarlet sees Gwen continue to throw her knives, and he smirks before whipping out his pistol and shooting the hilt guard as a grappling hook to get her by the ankle.

He uses the cord to lift Gwen into the air while he slowly comes down to the ground, only to land directly beneath her as she attempts to protect her modesty while knives start raining down from her dress. Scarlet quickly adopts a pose that somehow allows him to miss every single blade that comes crashing down into the sand at his feet, which he gives a sigh of relief to. His luck doesn't hold when Dew leaps near Sun, causing the monkey Faunus to find his new improvised weapons in the form of two coconuts he knocks out the palm tree beside him, which he throws at his opponent only to get them knocked right back at him, now spontaneously catching fire as they travels. Sun narrowly misses them both, but Scarlet gets one straight to the face, and the other lands in a place that makes him squeal in unimaginable pain while dropping his Aura levels into elimination.

* * *

Team RWBBY all cringe, especially Ben, who just crossed his leg.

"Why do ladies always aim for that part?" Ben whispers to himself.

* * *

Sun looks from Scarlet to Dew as she summons a few water blue tornadoes that he tries to dodge around. " Uh, Neptune? Could use some help, buddy!" Sun yells as he runs away from the ladies.

"Uh, you know, uh, it would probably be better if you came over here! Yeah, I can guard this... sector! We're in lockdown mode!" Neptune excused, still trying his best to look like he's not afraid of water.

Sun looks around infuriated as Nebula manages to shoot the cord holding Gwen up behind Sun. "What are you talking about?! There's nothing to lock down!" Sun yells, getting annoyed.

"Lockdown! Got it!" Neptune says out of nowhere.

Sun jumps out from Dew's attempt to pierce him with her spear as he calls out to Neptune. "Dude, I know you're afraid of water, but you gotta-"

He stops yelling when a blue shot knocks an attacking Dew out of midair and into the water.

"There! I helped! Are you happy now!? ...Also, _I_ am not afraid of water, and I have no idea what _you_ are talking about!" Neptune yells.

Dew manages to get back up as Nebula and Gwen join their comrade in the water, lifting their weapons and ready to fight once more.

In an unfair 3-on-2 disadvantage, Sun is now panicking. "NEPTUNE!" He yells at his partner.

"Fine! Just get out of the water!" Neptune replies.

Sun does so. Neptune jumps over to a spot near the coastal line next to Sun, and he unfolds his weapon into its trident form before tip-toeing forwards and, eyes closed, plunges the sparking prongs into the water. The energy surges through the deep until the remaining members of NDGO are electrocuted and kneel in the water, smoking and defeated with the sound of the buzzer.

* * *

"Huh...Smart move." Ben comments. "But he's still taking a fist to the face later." He adds, causing the girls to laugh.

"I now have more respect for you Ben." Weiss says genuinely.

Ben smiles back but his nose was flicked by Yang. "Ow." He simply says.

"Don't get any ideas, Weiss." Yang says, crossing her arms, smirking.

"Ugh. Ben's a good guy, but he's not my type." Weiss replies.

"Same. He's more of a brother to me." Blake comments.

Ruby just shrugs. "He's my other BFF!" Ruby adds.

"Awww shucks. You're making me blush." Ben jokes.

* * *

"Heh, that was a mess!" The drinking stranger earlier says, a slight slur in his voice.

"Come on man, you didn't like them, the Vale kids, or any of the rounds before that? What fight are you here for?" The bartender complains.

The grey haired strangers sees an aircraft with elegant ribbons flying from its wings behind him. "That one." He says and finishes his drink. The happily inebriated stranger sways around as he sips his last drink until he slams the glass down on the counter and tosses a few Lien alongside it. "Happy Vytal Festival!" He says as he leaves the bar.

The Bartender watches as his sole patron staggers away and puts down the glass he just finished cleaning, only to knock it down and shatter it when he reaches for another one. "Aw, gee darn it!" He mutters in a calm but sad tone.

* * *

"Looks like the dorks made it to the next round!" Yang comments.

Blake looks down in the arena where Sun and Neptune are dancing like fools before the fellow Faunus gives her a special double-gun gesture, eliciting a blush from Blake. "Emphasis on 'dork'." She said, smiling abashedly.

Ben sees Blake's reaction. He smiles, seeing his teammate finally being more like an actual person. He won't joke or tease Blake. He's happy to see her like this. After all, he's the one who broke her out her shell. And to see her actually breaking out even further means he's succeeded.

Oobleck, over the sound system, says, "That concludes the matches for today. Please leave the Coliseum IN A CALM AND ORDERLY FASHION!"

Team RWBBY flinched at the unexpected volume change, but stops when Oobleck was done talking. "Come on, let's go congratulate 'em." Ben suggests.

The team get up from their seats and start to head out just as the same ribbon-adorned craft passes over the Coliseum, causing Weiss to stop in her tracks and Ruby to bounce into her.

"Uh, what are you doing?" Ruby asks.

Weiss is still looking up at the craft with a strange expression and strain in her voice. "She's here!"

The Schnee heiress' face displays a mix of joy and anxiety.

* * *

Alpha, still in his Atlesian Knight body, change the colors of his armor from black and dark orange into the usual black and white color of actual Atlesian Knights. He then flies off into Beacon, ready to act like an actual AK robot. After all, tearing the enemy apart from the inside is a great tactic, especially if they won't expect it.

After he left, the forest he was in where a bunch of dead Grimm, the life sucked out of them after what Alpha did. They begin turning into ashes and got blown away by the wind.

* * *

 **Done!**

 **How was it? Leave a review to say your opinion!**

 **Also, I'm going to do alternate scenes of the fights, where it's Ben vs different teams. Don't worry. It's not canon to the story. It's more like "What-If" scenarios, where I would test how Ben will fare in the tournament and how he'll handle the enemy teams by himself.**

 **The first of these "Ben vs The World" chapters would be Ben vs ABRN. Prepare for some epic Omnitrix action!**

 **With that said, see ya next time!**


	31. Ben vs ABRN

**Back. So I got this idea from my friend, epicvictory. He told me that maybe I should do non-canon chapters of Ben against different teams in the tournament.**

 **My brain told me "Nah. That wouldn't work..."**

 **My heart told me "Holy shit. That sounds awesome."**

 **So I followed my heart.**

 **Long story short, Ben vs teams from the tournament. Today's match is Ben Tennyson vs team ABRN!**

 **This series will be called Ben Tennyson vs the World.**

 **Let's begin.**

* * *

"After their loss from team RWBY, we'll be seeing if team ABRN can still qualify for the tournament!" Oobleck announced. "This time, they shall be fighting another representative of the team they have lost to. And that would be one of my favorite students, Benjamin Tennyson of team RWBBY." He added.

"Certainly a strong foe for team ABRN. But if they play their cards right, they might just win this." Port adds.

* * *

"One guy?" Bolin asks, confident. "We can take him." He boasted as he and his team all prepare themselves.

"Don't let your guard down, Bolin. We already lost once." Arslan warns.

"It's just one guy. How can we lose?" Reese says and blushes. "Plus, he's kinda cute." She commented.

"His eyes are up there, Reese." Nadir says.

Arslan just rolls her eyes.

Ben, on the other hand, just has his arms crossed. He's pretty confident he'll win, considering his own team beat them.

As the the biomes are being randomized, Reese can't help but wink at Ben and makes a "call me" gesture with her hand.

Ben blushes cringed.

* * *

This did not escape Yang's notice as her eyes turn red. "Break her face, Ben!" She yells.

Weiss facepalms as Blake and Ruby giggle.

* * *

The biomes finally end. On Ben's side is a magma biome while on team ABRN's side is a forest biome.

Team ABRN is familiar with the magma biome so they should be fine. Ben, though...

Doesn't matter what biome it is. Ben has enough aliens to adapt to any situation.

"Begin!" Port announces through the arena.

Nadir immediately hides behind a rock on the forest side and aims his gun at Ben. Meanwhile, Reese, using her hoverboard, heads towards Ben at her top speed. Ben pulls out his sword and blocks her move, which is Reese trying to land on Ben using her hoverboard. Ben pushes her away, sending Reese careening backwards. Bolin uses this to his advantage as Ben was distracted by Reese. Bolin fights Ben in a duel of sword vs staff. Ultimately, however, sword wins as Ben managed to disarm Bolin and kicks him away into an area at the magma biome. Suddenly, Arslan comes out of nowhere and uses her rope dart to entangle Ben's leg.

Meanwhile, Nadir can't even get a clear shot as every one of his teammates is constantly getting in close to Ben.

Back at Ben and Arslan, the girl pulls Ben from his leg using her rope dart, causing the boy to trip. Arslan was about to stomp Ben on his crotch, but Ben rolls to his right and stands back up. Arslan then approaches Ben and disarms him, causing his sword to get stuck on a magma rock. This resulted in Ben fighting Arslan in hand to hand combat. Though Ben used some of the moves Yang taught him, Arslan was ultimately the winner as she managed to push Ben away with a palm strike to the chest, sending him flying off into some magma rocks.

Nadir finally has a clear shot and he aims at Ben.

However, Ben noticed that the rock he was pushed to was the same one where his sword is. Ben pulls out his sword from the rock and throws it at Nadir.

Nadir panicks as the sword was headed towards him and he closes his eyes out of fear. However, he opens his eyes and noticed the sword is embedded on the floor. The hourglass symbol on it's cross guard suddenly glows sky blue and it releases blue energy on the floor, causing Nadir to get his feet stuck in ice...again. He starts whimpering.

* * *

Ruby giggled. She remembered when she was the one who froze Nadir's feet earlier.

"That guy will never fire his gun in this tournament, won't he?" Blake guessed.

* * *

With Nadir taken care of, Ben faces Arslan in hand to hand once more until he sees Reese charging towards him.

Ben then dodged both ladies and is about to slam his Omnitrix until Bolin catches him off guard and kicks Ben into a bunch of magma rocks.

This caused bigger magma rocks to fall over Ben.

Bolin and Arlsan smirked at their apparent victory. Reese just faked a pout. "Awww. I thought he'd be cooler than that. Ah well. He's still cute." Reese comments.

* * *

Yang groaned in anger. "I swear, if she says Ben is cute, one more time..." She mumbles angrily.

Ruby would've teased her sister until she noticed where Ben is apparently buried. The spot seems to have a faint green glow. "Look over there!" She says as she points to where Ben is under.

* * *

The rocks on top of Ben suddenly gets sent flying when Heatblast emerges from the magma debris and emits a large explosion from his body to escape. This surprised team ABRN.

"Hoho! It seems Benjamin chose the perfect transformation for the biomes he's in!" Port says.

"Why that's correct! Heatblast can absorb all manner of heat, including the heat from the magma biome, and his heat is intense enough to burn the forest part of the arena, allowing him to create more fire for him to absorb!" Oobleck added in a fast manner as usual. "Such an intellectual fighter, might I say! This is why he is one of my favorite students!"

This caused team ABRN to panick as Heatblast cracks his knuckles.

"So...Who was the one who kicked me?" Heatblast asks.

Out of fear, Arslan and Reese point at Bolin, causing the boy to yell, "What?!"

Heatblast smirks as he fires multiple fireballs and shoots them at the team.

Arslan, Reese and Bolin start dodging. In Reese's case, she uses her hoverboard to swerve and dodge each fireball.

Arslan kept backflipping to dodge each fireball. When she sees an opportunity, she kicks one fireball towards the ice trap that Nadir is still in. The fireball caused the ice trapping her teammate to melt, freeing Nadir.

Nadir was about to fire at Heatblast, only for Heatblast to create a smoke screen by firing at the ground.

The smoke filled the area. Arslan then feels Ben's presence and she delivers a kick behind her. It was indeed Ben, now human so he can conserve energy for his Omnitrix. He got kicked in his gut by Arslan.

Ben careens backwards. He was about to slap down his Omnitrix until Arslan ties his right hand with her rope dart. She then uses the other side of her rope dart and throws the rope at Nadir, who grabs the rope and ties it to a tree at the forest biome.

Ben tried moving his left arm, but Arslan takes out her second rope dart and ties up Ben's left arm. She then throws the other side of the rope to Bolin who ties the rope to another tree.

Ben can no longer use both arms, seeing as they're tied up to trees now.

With their enemy stuck, Arslan uses two more rope darts to tie up Ben's legs. This time, the ropes tied up to Ben's legs are both being held by Bolin and Nadir, one rope each.

Now Ben cannot use his legs to kick back.

Arslan then orders Reese to finally defeat Ben. Reese nods and faces Ben with her hoverboard aimed at him. "Sorry, cutie. Nothing personal." Reese says.

* * *

Yang growls at Reese's comment.

"Oh man." Ruby mutters. "What's Ben gonna do now that he's stuck?"

"Looks like he'll lose after all." Blake adds.

"Why did he even stop using Heatblast in the first place?" Weiss complains.

YanYang shook off her anger towards Reese and is now also confused about Ben's plan. That is until she noticed how Ben is tied up.

Two people holding up ropes tied to Ben's legs?

Yang smirks. She remembers this from one of the videos the team has watched.

* * *

Ben suddenly just chuckles. "You better pray he goes easy on you." He says as he remained tied up.

"Who? One of your transformations?" Arslan asked. "If you can't tell, your arms are tied up. You can't use your watch in that position."

"While you're correct, you're also wrong." Ben comments as his Aura started glowing green. "I have one form that doesn't need my arms to transform."

After he finished saying his badass boast, he suddenly is enveloped in green light. When the light disappears...

...you better goddamn believe he turned into Ultimate Ben.

Ultimate Ben then uses his arms' strength to cut loose from the ropes on his arms.

* * *

Yang smirks. "Rules of Nature." She whispers to herself.

* * *

Ultimate Ben then suddenly starts breakdancing, with Nadir and Bolin still holding on to the ropes tied up to his legs. They definitely are starting to get dizzy as Ben keeps spinning in place.

After Bolin and Nadir gave up and let go of the ropes, they eventually get sent flying out of the ring.

"Oooh! Seems Benjamin's intense dancing skills were too much for young Bolin and Nadir to handle!" Port comments as Nadir and Bolin's images on thewere score board were crossed out.

Arslan and Reese panicked asthey Ultimate Ben just standing there, staring at the girls.

* * *

"Go get them, Ben!" Yang cheered.

"Yeah! Get another win for team RWBBY!" Ruby cheered as well.

"Fight well!" Blake also cheered as she waves a tiny flag with the word 'RWBBY' on it.

"You can do it!" Weiss cheered last.

* * *

Before Arslan can react, Ultimate Ben suddenly zooms in, grabs Arlsan by the back of her head and slams her down to the ground so hard, her Aura is depleted into 2%.

"Oh! An RKO out of nowhere!" Port announces.

"RKO?" Oobleck asks.

"RWBBY Knock Out." Port defined.

"I...see..." Oobleck commented on the lame acronym.

With Arslan out and her image crossed out, all that was left is Reese. She starts hovering backwards out of fear from Ultimate Ben.

Suddenly, Ultimate Ben's face, or rather the face of his full face helmet, is near her own face. "Wanna see something cool?" Ultimate Ben asks calmly but still terrifying.

Reese gulped. "Yeah, okay." She replies.

Suddenly, Ultimate Ben just poked her forehead and and Reese faints, her Aura dropping to 8%.

And with that, everyone watching cheered as Ultimate Ben turned back into Ben. Ben just pants, breathing heavily as staying as Ultimate Ben for a long while tires him out.

"And with that, Benjamin is the winner! Seems team ABRN won't be able to rejoin the tournament." Port announces.

"Can someone get the young boys some barf bags? They might need it." Oobleck says through the sound system.

* * *

"And that, ladies and gentlemen, is the man I'm going to marry." Yang boasted.

"I'll admit, he was cool during the fight." Blake comments.

"Let's go congratulate him!" Ruby says.

* * *

 **And with that, the first chapter for Ben Tennyson vs The World is done! After episode 3 of Volume 3 is done, I'll make a chapter with it and then, another Ben vs the Wolrd chapter, where he squares off with team NDGO!**

 **And yes, I used the Raiden breakdance, RKO meme and the "Something cool" from TeamFourStar. Hey, they're funny and awesome, so why not?**

 **Anyways, I hope you enjoyed and as always, stay awesome!**


	32. Ben vs NDGO

**I'm back. Yay!**

 **So apparently, there's no RWBY Volume 3 Episode 3 this week, which is sad. But hey, Rooster Teeth is having a fund raising event this Saturday! Go support them! Do it for the orphans. Poor children. I'll be giving whatever amount of money I have to help them.**

 **Anyway, to some reviewers, I'll say some stuff.**

 **First off, I have already said in the first chapter of volume 3 that all Death Battles are delayed. I will be doing them once Volume 3 is over. You'll have to wait for a long time.**

 **Second, no. No, no, no. I will never do fan made Death Battles. Why? Because I don't want to. Seriously, no offence to fan writers of Death Battles, but I don't wanna do them because they're not official ones. I need like an actual video for for me to create content for RWBBY to react on, not just a bunch of words.**

 **Don't get me wrong, I like fan made DBs. I write some, myself. I just don't want to do fan made DB reactions. So please, no fan made battles.**

 **Lastly, Ultimate10 made a review here...**

 **Give me a second to fan girl...**

 **AYEEEEEEEEEEE! XD**

 **Ultimate10 liked my story! Oh my gosh! My number one idol when it comes to fanfics! I am so happy right now! Seeing him review here makes me really happy. You're the best, man. I will forever remember that senpai has finally noticed me!**

 **And now, with that out of my chest, I shall make another Ben Tennyson vs The World chapter. Quick reminder: These Ben vs the World chapters are not canon to my story.**

 **Today's match is Ben vs NDGO. Prepare for some, ummm, girls staring at butts. Yeah. XD**

* * *

"Losing to team SSSN definitely put a frown on the faces of team NDGO, but they might redeem themselves should they defeat our resident heartthrob, Benjamin Tennyson." Port announces.

Just like team SSSN, Ben has his own fans in Beacon. A lot of them like Ben either because of his badass aliens and skillz, or that, especially the girls, he's one handsome fellow.

Considering the original Ben from the original universe is pretty famous himself, it's inevitable that this Ben will be famous himself.

But that doesn't mean Ben likes it. With so many girls fan girling over him, this has caused Yang to...well, get jealous, of course.

He's just glad that no girl has even tried to do anything "weird" to him yet. Or else Yang might send some people to the hospital. Just fan girls, here and there. Nothing major.

Well, there was one time Coco passed by him and she slaps Ben's butt. Then again, she does that to most guys.

Nevermind that as Ben preps himself with his fight against team NDGO. Once he faces them, Ben just waved a hello. "May the best warriors win." Ben says. "I won't take it personally if you beat me." He adds.

NDGO was a bit surprised. Looks like they prefer Ben over any guy any day. He seems like a nice guy. Instead of that stupid, flirting Neptune guy who shocked them, literally, they prefer Ben's gentlemanly manner. Heck, he outright says he doesn't mind losing.

Nebula smirks at Ben. "Alright. Then don't hold back. We don't wanna mess up that pretty face." She says.

"A nice guy." Dew comments as the arena starts randomizing biomes. The biomes coincidentally chose the same biomes NDGO fought on: Desert and Shipwreck Beach.

WheWhen Ben turns around a little, the NDGO girls suddenly stare down at Ben's... butt.

"Wow." Nebula whispers.

"I would slap that." Dew says.

"It looks firm." Gwen adds.

"Mhm." Octavia comments.

* * *

Yang suddenly crushes her glass of strawberry sunrise as she stares at NDGO with anger.

Ruby, Weiss and Blake all scoot away from the blonde.

* * *

"3...2...1..." Port announces. "Begin!"

Gwen throws some knives at Ben to distract him. This becomes a successful tactic as Ben is forced to deflect all the knives while Dew and Octavia charge at him. While he managed to hold his own in melee combat, the two girls eventually beat him as they kick him towards a giant red boulder. As he rubs his head in pain, he spots Nebula on a higher part of the reddish rocky mountains of the desert biome.

Seeing Nebula aiming her crossbow at him, he managed one arrow using his sword and he starts running to his right. Before he can react, Dew comes in and creates a tornado that starts sucking in Ben, causing him to float helplessly in the air.

In the process, he was forced to let go of his sword and it dropped on the desert biome. Plan B. If he can't fight them in human form...

"You like cold winds, huh?" Ben taunts and he slaps down his Omnitrix and turns into Big Chill. "Then why don't you chill out?" He mocks as he takes advantage of the tornado spinning him around. With this constant spinning, he breathes out his signature ice breath. This, combined with his current motion, makes Big Chill spread out his ice attack, causing some areas of the desert to get frozen solid, including the legs of team NDGO, who are all standing next to each other.

His enemies immobile, Big Chill lands back down on the land. However, because her arms are still free, Octavia stabs her sword on the ice trapping her legs. Then she superheats the blade with Fire Dust, causing the ice to melt, freeing her and her teammates.

"Huh...Should've made it thicker. Well, plan C." Big Chill says, slapping the Omnitrix symbol on his chest. Afterwards, he transformed into a new alien.

He looks like some sort of armored alien with hooved feet. He has green pads covering his central joints, an alien like belt, and four central lines on his helmet to provide outlines for his face, which are his eyes and mouth. The Omnitrix symbol is on his belt, resembling a belt buckle.

Looks like he resembles one of his old enemies, SixSix. Except his color scheme is black and green.

The new alien looks at himself. However, when he starts to talk, he...says some language unknown to everyone in Remnant. "Tahw eht kceh ma i?" Ben says, confusing everyone.

* * *

"Is that a new alien?" Weiss asks.

"Seems like it. But now Ben has a disadvantage. He doesn't know how this new form works." Blake points out.

Ruby is just excited to see what Ben's new alien is...

...if only Ben can actually speak English.

* * *

NDGO were confused. "Ummm...You okay there?" Nebula asks.

Ben puts up a finger, gesturing his opponents to wait as he taps the Omnitrix symbol. After a few adjustments...

"Etavitca lasrevinu rotalsnart." Ben commands the Omnitrix.

"Activating universal translator." The Omnitrix responded.

Afterwards, Ben can finally speak English. "Hello. Testing. Testing. Can you guys understand what I'm saying?" Ben asks.

NDGO nod.

"Alright. Now that that's settled, I need a good name for this form. But for now, let's just stick with TenTen." Ben, apparently calling his new Sotoraggian form TenTen, says and he transforms his arms into arm cannons and he open fires at NDGO, who all dodge his shots.

After they have dodged, TenTen uses his jetpack to fly towards Octavia and fights her in melee combat. Though it would seem like Octavia is gaining the upper hand due to Ben using only his fists against her sword, suddenly, TenTen takes out a small handle from his suit's pocket. When he presses a button on it, from the handle emerges a buzzsaw made of pure green energy. The buzzsaw starts spinning.

Octavia stares at TenTen's new weapon and can clearly see her sword is no match for a buzzsaw made of LASERS. "That's not fair..." Octavia whimpered.

Underneath TenTen's helmet, he's smiling ear to ear. He then swings his buzzsaw downward, and creates enough force to send Octavia flying out of the arena.

"And Octavia is out of the match!" Oobleck says as Octavia's image is crossed out.

With his new Sotoraggian suit, TenTen noticed his motion tracker has detected Nebula, Dew and Gwen heading towards him from behind.

He spins around and fires two smoke bombs at Nebula and Dew respectively, causing them to cough. Gwen then proceeds to fight TenTen by herself, throwing multiple knives at him. Too bad they don't do much as the alien's armor is providing a lot of durability for him to withstand such knives.

Once Gwen got near, she fights TenTen in close combat, knives vs laser buzzsaw. Ultimately, buzzsaw wins as TenTen slices every knife Gwen tries using. "You know, I had a cousin named Gwen. She's just as pretty as you." TenTen says, causing his opponent to blush.

"Why, I'm flattered." Gwen says. However, TenTen's shoulder mounted laser guns pop out and fires at the ground below Gwen, causing the girl to get sent flying by the explosion.

"And like the other Gwen, you lost to me." TenTen taunted as Gwen is sent flying to the other side: the water biome. "Heh. I miss that dweeb." TenTen says to himself.

Gwen is not out yet as she lands on the mast of the wrecked ship.

After the smoke from the smoke bombs disappear, Nebula and Dew recover and engage TenTen in combat. TenTen puts away his buzzsaw and fires missiles from his arms, causing the girls to dodge to their side. With a well placed shot, Nebula manages to shoot an arrow at TenTen's helmet. It did not pierce through it, of course, but it was enough to make TenTen stagger. This prompted Dew to create three tornadoes to make TenTen float inside the now combined, large tornado. Though he has a jetpack, it doesn't have enough force to escape the twister. So he was helpless as the tornado sends him flying into the water biome, crashing on the water as he turns back to human.

He shakes his head to get the water off his hair. He sees Nebula and Dew charging at him. He looks behind him and sees Gwen recovering and drops down from the mast, heading for him as well.

Now that the 3 girls and Ben are on the water, it's gonna get messy. Ben smirks as he has one last plan. Plan D.

Ben slaps down the Omnitrix and turns into a blue jellyfish-like alien with six long tentacles that function as two pairs of arms and a pair of legs. He has green eyes with no pupils and white swipes on his body, resembling lightning streaks. His main body has three segmented, skirt-like parts, one for his head, chest and abdomen. He wears the Omnitrix symbol on his chest.

"AmpFibian!" Ben, now AmpFibian, yells.

* * *

"I haven't seen this alien before." Blake comments.

"I have." Weiss replies. "Ben is going to win." Weiss says, smiling.

Ruby is currently still having... weird images in her head as she tries to get over TenTen. Out of all of Ben's aliens, TenTen is her new favorite.

Aaaaaall thoooooose weapooooons...

Yang snaps her fingers in front of Ruby's face, trying to snap her out of her weapon fetish daydreaming, to no effect.

* * *

AmpFibian then releases a large amount of electrical charge from his body that gets conducted by the water, causing NDG to get shocked...literally.

They start getting electrocuted as they prance about, shaking like crazy. Afterwards, AmpFibian stops as Nebula, Dew and Gwen all kneel in defeat.

They lost the same way they lost to Sun and Neptune earlier. This is really embarrassing.

AmpFibian then floats to shore and turns back into Ben. He wipes off the sweat from his forehead as he sees Nebula, Dew and Gwen's images are crossed out of the board, prompting a buzzer to sound.

"And Ben Tennyson wins again!" Oobleck announces.

"Seems he won't be losing any matches soon." Port says.

* * *

"Yeah! That's my boyfriend right there!" Yang cheers.

Weiss simply claps as does Blake and everyone else.

* * *

Nebula and her team tried standing up but remain a bit hurt due to the previous finishing move.

Suddenly, Ben offers Nebula a hand up, surprising her. "Good game. I wouldn't mind another rematch if you still wanna prove you'll win." Ben says.

Nebula blushes and smiles, taking Ben's hand as she gets helped up. "Thanks. You're a good sport. I like that in a guy." Nebula says as she and Ben help Dew and Gwen up respectively.

* * *

After the match, Ben is approached by team RWBY and Yang immediately hugs Ben. However, she didn't let go as she whispers some words to Ben.

"What were you down there?" Yang whispers, causing Ben to feel uncomfortable.

"Ummm..." Ben says, sweating a little.

"Were you flirting with that Nebula girl?" Yang says.

"No no no! I was just being a good sport!" Ben replies, whispering too.

"The truth?" Yang asks, causing Ben to get scared more.

"T-The truth." Ben replies.

"Good boy...Now, treat us to lunch and I'll forgive you. Okay?" Yang says as Ben gulps nervously.

"Yes, ma'am..." Ben whimpered.

"Alright. Now play along... in 3, 2, 1..." Yang says and breaks away from their hug. "You did great out there!" Yang says, this time, she's happy.

Ben can't tell if Yang is faking it or not. He just gulps and smiles. "Thanks!" Ben replies, playing along.

Yandere Yang is scary.

* * *

 **And that's that! How was it? Enjoyed? Of course you did!**

 **By the way, credits to epicvictory for this Ben vs the World idea. He has two great stories. You guys should go read them! And make sure you give support to his work!**

 **The next Ben vs the World chapter will be Ben vs SSSN. Ben is gonna avenge Weiss. Damn you, Neptune! XD**

 **Also, while I said that this is non-canon, TenTen, however, will be canon and Ben will use him in future chapters.**

 **Anyway, see you guys next time!**


	33. True Omniverse Trailer

**I'm back! Here's a little something something to keep you guys in your toes.**

 **And yes, I will definitely do this. Just you wait...**

* * *

"The grenade is made by Eon. I'm sure you remember him. It was designed to incapacitate a target by transporting the target to a small black hole." Paradox explained. "Once the black hole has completely sucked in the target, it will cause the target to be transferred to a different dimension. However... there's a catch. In order for the target to never be found, the grenade will create multiple clones of the original, all with the same memories, appearance and so on. The clones will then be sent to separate dimensions, thus, those who would look for the target, like friends and family for example, will have a hard time determining where the real target is." Paradox ended.

* * *

"I wonder how all my clones are doing..." Ben says, causing Yang to pat him on his back.

"Relax. I'm sure they're fine!" Yang replies.

* * *

Eon chuckles as he watches multiple universe on his throne. "The time has come..." He says to himself eerily.

* * *

"Hello there, team RWBBY." Professor Paradox says, causing team RWBBY to get startled. "Gum ball?"

"Professor Paradox?" Ben says, confused.

* * *

"Ben, Eon has escaped his timeline and has traveled the multiverse, gathering many powerful villainsvillains from each timeline he comes across." Paradox explains.

Team RWBBY listens.

"In order for him to even travel these multiverses, he had to destroy the reality barriers that's been keeping your fellow clones trapped in your respective universes." He adds.

"Are you saying we're free? I mean, I'm still staying here in Remnant. Just wanted to ask." Ben says.

"Yes, you are indeed free. However, with Eon and many other evil doers on the lose, I'm not sure you all have much time." Paradox says.

"What do we do?" Yang asks.

Paradox smiles. "Why, if Eon is gathering villains, why not we gather heroes as well?" Paradox points out, giving a realizing smile to the team. "After all, you and your clones are free."

* * *

"We got your back, Ben!" Ruby says.

However, Paradox knows this is trouble. "I'm sorry, young Ruby Tose. But if I bring more than two people from a certain timeline, it might cause a danger to the time space continuum." Paradox explains.

"So only Ben and one other person can go?" Yang asks. She looks down then looks back at Paradox. "I'll go with Ben."

"You sure?" Ben asks.

"Yeah. Can't let you have all the fun!" Yang replies.

"Splendid! Now, let's meet your clones and their allies!" Paradox says.

* * *

Paradox, Ben and Yang arrive at a large void where they seem to be able to stand, despite having no floor whatsoever.

There...

Ben and Yang see Ben's clone 'brothers' and their respective girlfriends:

One Ben, wearing a black jacket with the Hellsing logo on it's back, is currently smoking a cigarette while Seras Victoria is cleaning her cannon.

Another Ben is...wearing a green jacket with what seems to be two eyes for collars. He's currently lying down while his back is being sat on by Ryuko Matoi, who seems to be pissed at something.

The next is a Ben getting out of a special suit he made himself, as Jury Rigg, of course, while Samus Aran approaches him.

Another Ben is wearing a white jacket with green outlines and has a Four Star Dragonball symbol on the left side of his chest while Android 18 is, for some reason, scolding him. He just scratches the back of his head, embarrassed.

One Ben is wearing a black jacket underneath a white kimono with black pants. He's lying down, his arms behind his back as Tier Halibel is sitting beside him.

On another part of the void, a Ben wearing a Konoha uniform is laughing alongside Ino Yamanaka.

Next is a Ben wearing a green shirt with black fingerless gloves is currently sparring with Tifa Lockhart.

The last Ben is wearing a green fur coat while he sits beside Korra, who rests her head on Ben's shoulder.

Ben and Yang gulped, seeing all these people in a room...or an endless void, to be precise.

* * *

"So this is another me, huh?" Hellsing Ben says as he looks at RWBY Ben curiously. RWBY Ben gulps as Hellsing Ben bares his vampire fangs. "You don't look so tough." Hellsing Ben mocked.

* * *

"You are all here to save the multiverse. You must be careful. There's no telling what enemies you might face on the way..." Paradox warned.

* * *

Heatblast and Atomix are fighting Golden Frieza.

* * *

Yang and Ryuko are back to back as they are surrounded by a whole army of Eon's ninjas.

* * *

Seras and Samus fire their respective cannons at Madara, who simply blocks the shots with his Susanoo.

However, when the smoke clears, he noticed a shadow looming over him and he turns around to see Way Big behind him.

* * *

Dio suddenly drops a steam roller on NRG and The Worst. Once they're under, he starts punching at the steam roller rapidly, yelling his signature, "MUDAMUDAMUDAMUDAMUDA!"

* * *

Android 18 throws a Destructo Disk at Ragyo, who dodges but then, XLR8 is right behind her. Her eyes widened once she noticed that there's an enemy behind her.

* * *

Upgrade fuses with Ryuko while another Upgrade fuses with Yang.

* * *

Now, Upgraded Ryuko and Upgrade suit Yang charge forward as they both slam their fists at Eon, who simply catches their fists.

However, the two upgraded ladies use their enhanced powers to keep pushing forward, yelling while Eon is becoming more overpowered by the girls and the aliens.

* * *

"It's Hero Time!" All the Bens yelled as they all slammed their Omntrices at the same time.

* * *

 **True Omniverse**

 **Coming soon...**

* * *

Yang and Ryuko butt heads, arguing.

"What the hell did you call me, you bitch?!" Ryuko yells, angry.

"I called you a skimpy outfit wearing bitch!" Yang retorts, angry as well.

As the two ladies argue, RWBY Ben sweat drops as KLK Ben approaches him.

"How do you handle her temper?" RWBY Ben asks.

"I don't. I just let it roll and she'll eventually calm down." KLK Ben replies. "You?"

"I...really just hope for the best..." RWBY Ben replies.

"Oh my! You didn't tell me you had a twin brother, Ben." KLK Ben's Female Kamui, Jenketsu, which he's wearing now, says, shocking RWBY Ben.

"Jen! Shut up!" KLK Ben yells.

"Did your jacket just talk...?" DBZ Ben, who just approached the two, asks.

* * *

 **Soon.**


	34. Ben vs SSSN

**Back. So after the success of my trailer, I have decided to do it, once volume 3 is done. For now, Ben vs SSSN.**

* * *

A ton of girls are cheering for the next battle. While Mistral girls are all cheering for team SSSN, Beacon girls are all cheering for their opponent, Ben Tennyson.

Team RWBY themselves are cheering for Ben. Most especially Yang and Weiss.

"Go Ben!" Yang cheers. "Whoooo!"

"Break Neptune's face, Ben!" Weiss yells angrily.

* * *

As team SSSN walks forward, Sun noticed Ben acting really calm. "Hey, Ben!" Sun says.

"Sup?" Ben replies.

"Nothing. About to kick your butt." Sun says.

Ben chuckles. "Okay. But just cause you're my friend doesn't mean I'll pull any punches." Ben replies.

The biomes have been randomized and are shown to be a desert biome on SSSN's side and a stormy mountain on Ben's side.

"3,2,1, Begin!" Oobleck announced.

Team SSSN all charge forward while Ben heads to the mountain behind him. "Scarlet!" Sun says to his teammate, signaling him to go and grapple hook Ben.

Scarlet then takes out his flintlock and fires the grapple hook on it at Ben.

However, to their surprise, Ben turns around just in time and he managed to grab Scarlet's hook. The shocked look at Scarlet's face caused Ben to smile as he pulls the hook and in turn, pulling Scarlet towards him. Once Scarlet got near, Ben delivers a kick to his gut, causing Scarlet to get knocked back.

Sage managed to get near Ben and attempts to swing at Ben. However, Ben dodged and Sage hits the ground instead, his blade embedded into the soil. With this, Ben jumps on the blade, surprising Sage. Adding more weight on the blade, Ben managed to prevent Sage from taking back his sword. With this, Ben delivers a kick to Sage's face and, once big guy is down, Ben jumps up and transforms into Cannonbolt. In mid air, Cannonbolt turns into a ball and slams on Sage. Once Sage is knocked out, a buzzer rings and Sage's image is crossed out.

"Ooh! Now _that_ is a slam! Sage is out of the fight!" Port announced.

Cannonbolt turns back into Ben to conserve power as Sun and Neptune come at Ben. Ben held his won against the two but he becomes more and more overwhelmed by the two's teamwork. Once he knew he stood little chance, Ben dodges their last attack and run off, heading to the mountain again.

Scarlet gets back up and shakes his head to get his bearings. He spots Ben heading to the mountain. He charges at him and swings his cutlass at Ben, who dodges and takes out his sword, engaging Scarlet in a swashbuckling battle. However, they seem evenly matched until Ben side sweeps Scarlet's legs and kicks him while he was in mid air, sending Scarlet flying off.

* * *

"I taught him that." Yang boasts as she crosses her arms.

"Of course." Weiss teased.

* * *

Ben then heads back to the mountain and was about to jump up, but Neptune fires a laser beam at where Ben tried to hold on to, causing Ben to stop climbing.

Sun then turns his staff into nunchucks and engages Ben in close combat. However, each shot Sun tries to do with the shotgun part of his weapon, Ben kept deflecting them, even when Sun unleashed them in a fast flurry of attacks.

Once Ben saw an opening, he managed to disarm Sun of one of his nunchucks and he kicks Sun away. Neptune takes Sun's place, but Ben ran away from him for some reason. Ben stops his futile attempt to climb the mountain and he instead charges at Scarlet, who just got back up. Scarlet sees Ben and he blocks a sword swing from the brunette. Ben and Scarlet fight in sword combat once more. The two fought for a while until Scarlet managed to block an attack from Ben and Scarlet catches him off guard by pushing Ben really hard, causing Ben to get knocked back.

As Ben is lying down on his back, he sees Scarlet coming at him. Scarlet was about to swing down at Ben, until Ben kicks him right 'there'. Scarlet stops moving as his Aura level drops down to 8% and he falls down.

Ben stands up and brushes off the dust on him. "Sorry Scarlet. Nothing personal." Ben says and he heads to Sun.

Sun stands back up and he sees Ben coming at him. He picks up his nunchucks and fuses them back into it's staff form. When Sun attempts to swing at Ben, Ben slides downward to dodge the attack. Once he was behind Sun, Ben slaps down the Omnitrix and turns into Spidermonkey.

Spidermonkey then dodges every attack Sun throws at him and, once Sun left himself wide open, Spidermonkey fires a web from his tail and it sticks to Sun's back. Spidermonkey then tosses Sun aroun and throws the Faunus at a desert rock. Before Sun could move, Spidermonkey fires more webbing at Sun, causing Sun to get wrapped onto the rock he got launched at.

Neptune finally got caught up with Spidermonkey. "Hey, Ben, why have you been running away from me? Are you scared or something?" Neptune asks, smirking.

"Nope. I'm just saving up for last." Spidermonkey replied. He then slaps the Omnitrix symbol and turns into Water Hazard.

"Huh? What does that alien d-" Neptune asked but was interrupted when Water Hazard blasted him with a water blast, causing Neptune to get knocked back. When Neptune gets back up, he stares at Water Hazard...

...with absolute horror as his eyes dilate.

Water Hazard makes a mocking wave of his hand.

* * *

Weiss sighs in content.

Her team noticed her sudden happiness. "What's up, Weiss?" Yang asks.

"I've just found another reason why Ben truly is a great friend." Weiss replies.

* * *

Neptune is now just running away as Water Hazard chased him while firing water blasts at Neptune.

A lot of people started laughing at the scene. Even team NDGO, who are at the audience, watching. They definitely liked seeing Neptune get humiliated.

Nebula actually blushes. Seems she's found a nice guy. Too bad she heard Ben's taken. Ah well. Maybe when they break up?

* * *

Once he see he's embarrassed Neptune enough, Water Hazard slaps the Omnitrix symbol and turns into Four Arms.

Neptune is caught off guard by the sudden transformation. Using this to his advantage, Four Arms immediately punches Neptune in the face with both of his two right fists. This punch knocks out Neptune and sends him flying towards the stormy mountain. Once Neptune was high enough, the thunder cloud actually fires a lightning bolt at Neptune while he's in midair, causing the blue haired boy to get electrocuted and fall back down to the ground.

Four Arms dusts his hands as he heads back to Sun, who just freed himself from the webbing. Now, both men are at the desert biome. "Just you and me, Sunny boy." Four Arms mocked.

Sun cracks his neck as he faces the Tetramand. "Come get some!" Sun says.

Four Arms smirks and slaps the Omnitrix symbol, turning him into Humungousaur. Sun stares at the towering behemoth in front of him as he drops his staff in fear. Humungousaur then just flicks his finger at Sun, causing the Faunus to get knocked out of the arena, earning Ben another win.

"And that's the match!" Oobleck yells.

* * *

"Whooo yeah!" Yang cheers. "That's my boyfriend right there!" Yang adds.

"Ben's definitely improving in close combat as a human." Blake points out.

"It was all thanks to our training." Weiss adds.

"Let's go greet him." Ruby suggests.

* * *

Once Neptune got back up, Ben approaches him. "Sorry, Nep. Nothing personal." Ben says and socks Neptune right on his face, knocking him out. "But that was for Weiss." Ben adds.

* * *

 **Done! Let me know what you think!**

 **Next battle shall be Ben vs BRNZ. And you better believe that sniper girl will have her eyes on Ben too.**

 **Just kidding! But yeah, she'll keep her eyes on Ben through the scope of her sniper rifle.**

 **See ya guys around!**


	35. Enemy Within

**Back! Yes, I've seen Episode 3. For those who watch in YouTube, episode 3 isn't out there. It's out in the Rooster Teeth Website. So yeah, major spoilers.**

 **With that said, let's read.**

* * *

When Ben, Blake and Yang are headed to congratulate team SSSN, Ben noticed that Ruby and Weisd aren't behind them anymore. They must've went somewhere. He sighs and goes off to try and find them.

* * *

Speaking of Ruby and Weiss, they're currently running at the courtyard, headed for the docking bay for ships.

But to be precise, Weiss is running while Ruby is chasing her.

"Weiss! What is the big deal!? Who is it? Who is _she_!?" Ruby asks as they kept running until Weiss stops, prompting her leader to stop as well.

"Winter..." Weiss says at the sight of seeing...

"Your sister?" Ruby asks.

It is indeed Winter, being escorted by some Atlas soldiers and some Atlesian Knights.

"Winter!" Weiss yells, causing her sister to turn around just in time to see Weiss and Ruby running towards her. " Winter! I'm so happy to see you! Oh..." Weiss says and she realized she was a bit impolite and she curtsies. "Your presence honors us." She corrects herself.

"Beacon... It's been a long time. The air feels... different." Winter comments as she looks around.

"I mean it is fall, so, eh, it's probably colder." Ruby replies.

Weiss, for some reason, punches Ruby in the shoulder, causing Ruby to gasp in pain. Weiss then turns back to her sibling. _"_ So, what are you doing here?" Weiss asks.

"Classified." Winter simply replied.

Weiss nods. "Oh, right. Well, how long are you staying?" She asks again.

 **"** _Classified_." Winter replies, more serious than before.

Weiss gulped. Second mistake. "Of course." Weiss says and she nods and smiles in understanding.

Awkward silence followed.

Ruby looks pensively around in the silence. _"_ Well... this is nice... I think." Ruby comments out of nowhere.

"Guys!"

Ruby turns around to see Ben running towards them. Weiss and Winter were too busy talking to each other to notice him, though.

Once he joins them, he stands beside Ruby and pants heavily. "I've been looking everywhere for you- Waaaa..." Ben trails off at the sight of Winter. "Who's... Who's she?" Ben whispers to Ruby.

"Weiss' sister, Winter." Ruby whispers back.

"Wow. She's kinda hot." Ben whispers but then Ruby steps on his feet, causing him to wince in pain.

"Ben! You're still the boyfriend of my sister!" Ruby whispers loudly.

"You're going to love it here! I know you travel a lot, but so much of Beacon is different from Atlas! The government and school are completely separate! Can you believe it!? I-" Weiss excitedly says to Winter until the latter stops her.

 **"** I'm more than familiar with how this kingdom handles its... _bureaucracy_. That is not why I came." Winter replies.

Weiss nods and says, "Right! I'm sorry!"

"Nor did I come here to watch my own blood fail so miserably in battle. But it appears that I have no choice in the matter." Winter adds, seemingly annoyed.

Weiss seems puzzled by the statement. "But, we won!" Weiss replies.

"Only a novice would refer to _that_ as a victory. I counted at least _three_ strikes missed." Winter corrects Weiss, causing the latter to look down. "Leave us." Winter orders her Atlesian Knights. The AK-200s obey, walking two steps backwards into formation as Winter sighs and smiles a little more warmly at Weiss. "How have you been?" Winter asks.

Weiss perks up in joy and replies, "Oh, splendid! Thank you for asking. I'm actually in the very top ranking of our sparring class! And the rest of my studies are going wonderfully, too! I'm-"

However, Winter suddenly slaps Weiss on her head, causing a small bump to appear on Weiss' head. "Silence, you boob! I don't recall asking about your _ranking_ , I'm asking how you've _been_. Are you eating properly? Have you taken up any hobbies? Are you making new friends?" Winter clears out.

"Well, there's Ruby." Weiss replies, gesturing to Ruby.

Ruby giggles and pushes down the bump on Weiss' head. "Boop." Ruby says while doing so.

"I see. So this is the leader you wrote of. How appropriately... underwhelming." Winter comments.

Ruby's not sure what to say. "Uhhh..."

"Oh!" Weiss interrupts. "There's also Ben!" She adds, gesturing to the boy beside Ruby.

"Uh, yes! I'm Benjamin Kirby Tennyson, ma'am!" Ben replies, bowing in respect. "It's an honor to meet you!"

Winter actually smiles at Ben's very respectful response. "So I see." Winter replies and then turns to Weiss. "I see that you've also found a very dashing boyfriend, dear sister." She says to her sister.

Weiss and Ben immediately blush and get shocked. "Wait, what?!" Both yelled.

"What seems to be the problem?" Winter asks.

"He is not my boyfriend! I don't think I even have a boyfriend!" Weiss replies immediately.

"What she said!" Ben adds.

"You mean to tell me that this handsome and respectful young man is not the one you're dating?" Winter asks.

"Yes!" Weiss replies.

Winter shakes her head in disappointment. "You have such terrible taste, sister." Winter comments.

"I already have a girlfriend..." Ben makes clear.

"Well, I have business with the General and your Headmaster. But, seeing as I'm early, why don't you take me to your quarters?" Winter asks her sister.

Weiss smiles and asks, "Really?"

"Yes. I wish to inspect them and make sure that they are up to my personal standards." Winter says as she and Weiss go on ahead while Ben and Ruby are left behind.

"We shall be with you when you're done with your business!" Ben says as the two sisters and their robot bodyguards all left.

"That was super awkward..." Ruby comments.

"Tell me about it." Ben says and shudders. "Wanna go get popcorn?"

"Sure!" Ruby replies and the two go on.

* * *

As Winter and Weiss continue walking, suddenly, behind them, two of their robots just got destroyed. One of them even got decapitated.

The mysterious person then kicks away the head of the headless robot towards Winter and Weiss.

"Hey!"

Winter and Weiss turn around to see the grey hairehaired man from the bar earlier, holding the decapitated body of the Atlesian Knight. "Yeah, I'm talking to you, _Ice Queen_!" The man says as he throws away the decapitated robot.

* * *

After not being able to get popcorn due to said food running out, Ben and Ruby notice a crowd at the middle of the courtyard. Something must be going on. Ben and Ruby go through the crowd and join Weiss, who is watching.

"What's going on?" Ben asks Weiss.

"Some crazy guy just started attacking my sister!" Weiss replies, gesturing to some sort of fight in the middle of the crowd.

Ruby gasps. "Oh no! Who would do such a th-" She looks at the fight and sees Winter's opponent, who is none other than... "THAT IS MY UNCLE!"

"What?!" Ben and Weiss yell.

Winter is sword fighting the same grey haired drunk guy earlier. Apparently, he's Ruby's uncle.

"Kick her butt, uncle Qrow!" Ruby cheers.

"Um...", Weiss says, unsure but just rolls with it and says, "Teach him respect, Winter!"

Ben facepalms. "Okay. This has to stop." He says and exits the crowd. Once free from the large group of people, he tinkers with his watch and looks for the alien he wants.

* * *

Mercury walks by to check out the area when he notices the fight. Once he spots Winter and Qrow fighting, he immediately ran off.

However, he stops when he bumped into an Atlesian Knight. Though he isn't afraid of any robot, for some reason, this AK robot gave him chills as it just looks down at him.

"Ummm..." Mercury mutters, unsure of what to say.

That is until the faceplate of the robot glows red. Mercury immediately recognized it.

"Alpha?" Mercury whispered.

Alpha, the AK robot in front of Merc, makes a shushing gesture with his finger. Mercury smirks. "I've sent the data to sister. Inform her." Alpha says and the robot began to join the crowd. But before he fully joined, he looks at Mercury. "I'll keep an eye on our guests." He says and joins the crowd, acting like he's an actual Atlesian robot.

Mercury smirks. "He's weird, but he gets the job done." He says to himself and heads off.

* * *

Both Winter and Qrow are parrying each of their foe's strikes with rapid speed, as Winter dodges a two-handed swing before smacking Qrow's left cheek with the pommel of her saber. But Qrow is grinning as his left eye flashes brightly. Winter is forced leap away with a glyph as Qrow slams his sword on the ground, shattering the pavement.

Winter then breaks away from the midair crane stance as she lands near a lamp post, which is subsequently destroyed with a swipe from Qrow. Winter then leaps above him, and dodging his swings, finally leaping on top of his sword, then giving him an excellent view of her foot as she kicks him in the face. Winter backflips atop a railing high above, and Qrow transforms his weapon, firing a cannon shot at Winter and forcing her to jump onto the side of a concrete, arched pillar. She uses her sword to stay on the vertical surface until Qrow runs forward and tries firing more blasts at her, which she dodges by scaling the pillar's face and eventually leaping onto the archway itself. Qrow follows suit on the opposite structure, firing off round after round at his distant opponent.

Qrow then searches for Winter as he sees a cloud of white steam consume her, narrowing his gaze. Suddenly, Winter flies towards him, separating her bifurcated saber into two, and Qrow blocks the attack. The arch collapses from the force, causing the two to crash back down to ground level, continuing their furious attacks towards each other. Qrow is forced backward and drags his sword in the ground to slow to a stop before holding it in a one-handed stance, to the cheer of the audience.

Winter then stabs the ground with one of her swords, summoning a glyph that creates a flock of small white Nevermores, which begin flying towards him. Qrow swings his sword at the flock, causing a few to burst into small clouds of steam. He then sends an Aura arc at Winter, causing her to jump back and putting an end to the birds. Winter angrily summons a second glyph behind her, and the blade of Qrow's sword begins to transform in a sequence initiated by its clockwork gears. But suddenly, his gaze travels elsewhere, and he suddenly sheathes his sword, instead beckoning his bewildered rival to come at him with his right index finger. Just as Winter propels herself forward, screaming in rage and preparing a thrust towards Qrow... her blade disappears! At the same time as someone yells, "SCHNEE!" behind her.

Winter turns around to see General Ironwood and Penny, the former being the one who yelled her last name. Before she salutes, she tries looking for her blades unt suddenly, XLR8 zooms beside Ironwood, stopping beside the General...with Winter's blades in his hands.

What surprises her more is that XLR8 was engulfed in green light and in his place is now Ben!

Ben hands Winter's swords to Ironwood and the General takes them. "What?! How...? What manner of creature are you?!" Winter yells at Ben.

" _He_ is not your problem!" Ironwood interrupts and he approaches Winter. "What in the world do you think you're doing?!"

"He started the altercation, sir!" Winter replies as she stands at attention.

Qrow, however, just puts his hands behind his head as if relaxing. "That's actually not true. She attacked first." Qrow pointed out.

Ironwood narrows his eyes as Winter starts getting nervous. "Is that right?" the General asks. Winter tried to find the right words, but realizes that Qrow is right and she looks down in shame.

"And you." Ironwood says at Qrow, who simply points at himself in a mocking manner. "What are you doing here?"

"I could be asking you the same thing." Qrow mocked.

"Now, now, everyone..."

Everyone turns around to see Ozpin and Glynda arriving at the scene, Ozpin has a coffee mug as usual. "There is a sanctioned fight happening just around the corner at the Colosseum, that I could assure you has better seats... and popcorn." Ozpin continued.

"Wait, I thought they ran out..." Ben says but was ignored.

"Break it up, everyone! We will take care of this mess."

As Ironwood, Penny and Winter all leave, Penny looks behind her a bit and waves at a Ruby and Ben, who both waved back as Ruby and Weiss join Ben. Then, Ruby immediately leaps at Qrow and latches onto his arm.

"Uncle Qrow!" Ruby yells giddily. When Qrow looks at the adorable Ruby holding on to his arm, Ruby looks at him and says a very cute, "Hi."

Qrow raises his arm as Ruby shakes her legs in joy, with her still holding on to her uncle's arm. "It's so good to see you! Did you miss me? Did you miss me!?" Ruby asks giddily.

It looked like Qrow thought of an answer, but then he answers with a "Nope." Of course, he didn't mean it. He definitely missed her as he and his niece share a grin. He rubs Ruby's head as Ben and Weiss join the two.

Qrow noticed the heiress and the boy. "So, who are you two supposed to be?" Qrow asks.

"Oh, oh! They're my teammates! This is Weiss!" Ruby introduces.

"Uh huh. One Ice Queen after another." Qrow jokes, causing Weiss to pout and cross her arms. Then he noticed Ben. Ruby said this boy is also her teammate. They have a boy in her team? "And what about you?" He asks.

"I'm Benjamin Tennyson, sir! And I'm... uhhh...dating your niece." Ben replied.

"Wait...My niece?!" Qrow says as Ruby suddenly drops from his arms after he brings out his sword, scaring Ben and Weiss. "You're dating Ruby?! Are you some kind of pedophile?!" He asks.

"No no no!" Ruby says as she gets in between the frightened Ben and the angry Qrow. "He's dating Yang, not me!" She replies.

"Wait..." Qrow says, lowering his weapon. "He's dating Yang?" He asks.

Before anyone can answer, Ozpin calls out Qrow. "Qrow. A word please." Ozpin says.

"Heh." Qrow mutters as he and Ruby share a fistbump. "Catch ya later, kid." He says. Then, he looks at Ben threateningly. "I got my eye on you. We'll talk later with Yang." Qrow warned as he joins Ozpin and Glynda.

Ben immediately sighs in relief. "I thought your uncle wad gonna kill me." Ben says to Ruby.

"Oh relax. He'll try and kill you later. You get to live a few more hours." Ruby joked as she and Weiss head out, both girls giggling while a sweat dropping Ben follows them.

* * *

"You've been out of contact for weeks! You can't just go dark like that in the field!" Ironwood yells at Qrow, who still acts calm.

"I'm not one of your special operatives, Jimmy!" Qrow mocked.

Winter tried correcting him by saying, "General."

"Whatever." Qrow replies. "You sent me to get intel on our enemy, and I'm telling you, our enemy is here."

Ironwood leans against Ozpin's desk and says, "We know."

Qrow is now a bit more pissed. "Oh! Oh, you know! Well, thank goodness I'm out there risking my life to keep you all informed!" He says with slight sarcasm.

"Qrow-" Ironwood tried saying.

"Communication's a two-way street, pal. You see this?" Qrow says and he pulls out his Scroll and points to it. "That's the SEND button."

"They had reason to assume you'd been compromised." Winter says.

"And I have reason to assume you don't need to be here." Qrow points out. "Seriously, who invited her?"

After a moment of silence, Ironwood, without looking at Winter, says, "Schnee, we'll discuss this incident back at my ship."

Winter looks surprised. "But sir!" She tried to plead.

"Winter." Ironwood interrupts. "Leave." He adds.

Winter, with no choice, just salutes Ironwood. "Yes sir." She responds and turns on her heel. Qrow simply winks at her. She gives Qrow a dirty look as she exits via the elevator.

"Go on." Ironwood says to Qrow.

"Your little infiltrator isn't just another pawn. They're the one responsible for Autumn's condition." Qrow explains.

"What?" Glynda exclaims.

"Despite what the world thinks, we're not just teachers, or generals, or headmasters. The people in this room, the leaders of the other two academies, we're the ones that keep the world safe from the evils no one even knows about!" Qrow says. The drunk Hunter then suddenly faces Ironwood. "It's why we meet behind closed doors, why we work in the shadows. So you tell me, James, when you brought your army to Vale, did you think you were being discreet, or did you just not give a damn!?" He said to the General, angry.

Ironwood didn't respond first. He simply stares at Qrow as he places his scroll on Ozpin's desk. "We were attacked twice, both by a psychopath, which I now have imprisoned, and some sort of man who claims to be god, who's presumed dead." Ironwood says as the room is filled with a hologram of Beacon, Amity Coliseum and his fleet of airships. "Discreet was no longer working. I'm here..." Ironwood continues, gesturing to the holograms. "...Because this is what is necessary."

Qrow then points at Ironwood in an accusing manner. "You're here because Ozpin wanted you here! He made you a part of this inner circle and opened your eyes to the real fight that's in front of us!" Qrow points out.

"And I am grateful." Ironwood replies, nodding.

Qrow shakes his head. "Oh, well, you've got a real funny way of showing it." He says sarcastically.

"The people of Vale needed someone to protect them; someone who would act." Ironwood explains and he continues. "When they look to the sky and see my fleet, they feel safe, and our enemies will feel our strength." He adds, looking at his hologram.

That's when Qrow began laughing, causing Ozpin, Glynda and Ironwood to stare at him. "You... You think they're scared of your little _ships_?" Qrow asks in a mocking manner. "I've been out there and I've seen the things she's made, and let me tell you - they _are_ fear! That guy who claimed to be god? He used to be part of her plans." Qrow adds, causing Ironwood to get surprised. "His power was enough to bring fear to a whole city in only a day. Imagine the rest of them." He also points out.

"And fear will bring the Grimm. A guardian is a symbol of comfort. But an _army_ is a symbol of conflict. There's an energy in the air now, a question in the back of everyone's minds... " Ozpin points out, gesturing to the holograms.

"If this is the size of our defenses, then what is it we're expecting to fight?" Ozpin says.

Ironwood glares at them before sighing and walking forward, picking up his Scroll, his holograms disappearing. "So what do you suggest we do?" He asks.

"I suggest we find our guardian." Ozpin replies.

* * *

"And you're sure?" Cinder asks Mercury, who's sitting on a chair while Cinder is pacing back and forth.

"Bad hair, used a scythe, and smelled like my dad after a long day. It was him." Mercury says.

Emerald, who's sitting on a bed, seems worried. "What do we do?" She asks.

Cinder stops pacing and faces the two. "Nothing. We stay the course. They have no idea who we are, so we have no reason to worry. Besides, the last of the heavy lifting is being taken care of thanks to our clever little friend." She says.

"Speaking of which..." Mercury responds. "I ran into Alpha earlier. He told me he's sent the data to you."

Cinder takes out her scroll and sees what she wanted to see. "So it seems." Cinder says.

"He's apparently inside a body of one those Atlas robots. Says he'll keep an eye on our new arrivals." Mercury says.

"So we have two viruses implanted in our enemy without them even knowing? Nice." Emerald comments.

As Cinder is tapping on her scroll, she says, "Alpha is no mere virus. Don't underestimate him. Go to your rooms. I'll prepare everything for tomorrow."

"Yes ma'am." Emerald responds.

"Got it." Mercury says.

After the two left, Cinder uses her nanites given to her by Alpha to manipulate her own scroll. "Let's give the crowd a good fight." She says to herself, her cheek and arms gaining red circuitry due to her nanites.

* * *

"You just transformed in public, Ben. I thought you said you didn't wanna do that." Weiss points out she, Ruby and Ben are headed back to the coliseum.

"Well it was either that or I let your sister stab Ruby's uncle!" Ben points out. "I had to act. So I had to get General Ironwood and take your sister's swords before she kills anyone."

"He does have a point." Ruby says. "But now, non Beacon students know what you can do, even Winter."

Ben sighs. "And just like the real Ben, I will never be able to hide my secret identity." He points out.

* * *

The next morning...

"The randomization process is complete! Ladies and gentlemen, your doubles tournament fight!" Port announces as everyone cheered.

However, Cinder was by herself on a seat, slowly clapping with a very mischievous smirk on her face, and for good reason...

The fights are rigged.

And Cinder has a special fight in place for the crowd to see. "You probably thought you're not fighting in this tournament..." Cinder whispers to herself. "...But I have other plans for you..."

* * *

After seeing that it's Emerald and Mercury vs Coco and Yatsuhashi in the doubles round, RWBBY all cheer.

Especially Ben. He's recently gotten close to Yatsuhashi, especially since Yatsu himself was grateful Ben defended Velvet when Yatsu wasn't there. So he's rooting for Coco and Yatsuhashi.

* * *

"...Benjamin Tennyson..." Cinder whispers again, stopping her clapping as she sits on her chair in a sassy manner, her eyes glowing.

* * *

 **It seems Ben will be part of the tournament after all!**

 **But how will Cinder benefit from this? And what are her plans for Ben? Will Qrow approve of Yang's new boyfriend?**

 **Find out next time in Dragonball Z- - - I mean, RWBBYVerse: Clash of Heroes!**

 **So with that, what do you guys think? Let me know in the reviews section.**

 **AND FOR THE LAST TIME! DEATH BATTLE REACTIONS ARE DELAYED UNTIL VOLUME 3 IS OVER! STOP ASKING OVER AND OVER AND OVER AND OVER AND OVER AGAIN! IF SOMEONE ASKS AGAIN, I'LL STOP DOING DEATH BATTLES! DON'T FORCE MY HAND!**

 **Whew. Had to blow off some steam there. Anyway, bye!**


	36. Apology

**So after taking a good look at my latest chapters, I've seen that I seem to be rushing things. So, I'm going to apologize now, but I'll be delaying ALL the next chapters. Yes. I'll only start this story again after Volume 3 is done so I know how Ben will fit the whole story without me having to pull ideas from my own ass. So I'm sorry that this story will stop momentarily. Don't worry! I will continue this! I promise! But you'll have to wait for a long time. So sorry! I'm also gonna concentrate more on my two other fanfics, so yeah.**

 **See ya guys next time.**


	37. RWBBY Henceforward Trailer

**Here's a little something for you guys. Enjoy.**

* * *

Blake stabs Ruby in her chest a the redhead's blood spills on Weiss' face.

Yang's eyes were very wide open as she sees hed friend betray them.

* * *

Ben tries to stand up, but he's too wounded to keep going. "Blake..." He simply whispered, with him surrounded by multiple dead White Fang soldiers and Atlas Military.

* * *

In a hospital, Ruby's asleep as Yang's right arm has a cast on it and Weiss is right beside the sleeping Ruby. Ben is nearby a window, looking outside.

* * *

"She betrayed us!" Weiss yells at Ben.

"She was forced to do something she doesn't want!" Ben yells back. "And I'm gonna bring her back. Even if it costs my life."

Weiss gets surprised by Ben's last sentence.

* * *

Ben kisses Yang's forehead while she's asleep. Afterwards, he fixes Ruby's hair, which was a bit messy.

"...Crater face...Heh." Ben jokes as he leaves Ruby's hospital room.

* * *

"Promise me..." Weiss says to Ben as he hugs him from behind. They're at a hospital hallway. "...Promise me...No matter what...You, at least, will come back..." She added.

"I promise." Ben replies. "Take care of them for me..."

* * *

Ben is now outside the hospital, looking at his now deformed left hand, which is a combination of different Dust.

His thumb is red, his index finger is blue, his middle finger is purple, his ring finger is yellow and his pinky finger is green.

He puts on a helmet and rides off in his motorcycle.

* * *

"I don't want this for anyone else." Ben says as he looks at a view of Vale from a cliff as Coco approaches him.

"Neither do I." Coco replies as cocks a rifle. "It's best we stick together. Otherwise, we'll end up dead in a week." She adds as Ben turns around to look at her.

* * *

"Reports about the attack during the Schnee ceremony were actually inflicted by a rogue Beacon student named Yang Xiao Long." A reporter says on TV.

* * *

"We only have each other." Weiss says as she hugs Ruby, who hugs back. Tears kept falling from their eyes.

"I know...That's why..." Ruby replies. "I want to bring us all back together..."

* * *

 **2 Years Later**

* * *

Ben and Coco look at the city from a rooftop.

* * *

"Fox has been dead for the past 2 years. Velvet is bedridden and Yatsuhashi takes care of her..." Coco narrates as she takes a bite out of a banana. "I'm not exactly too keen on staying cooped up for very long." She adds.

Ben takes a bite on his sandwich as he faces Coco. "It won't hurt to visit them once in a while." Ben points out.

Coco looks down in thought.

* * *

Yang takes down a couple of guys inside a bar as Sun just sits on a corner, watching her.

* * *

"I hear Ben's back in town." Sun says to Yang as she fixes Bumblebee. She stops doing what she was doing as she listens to Sun. "You gonna go visit him?"

"Heh." Yang replies and continued her repairs on her bike. "Why wouldn't I?" She adds, blushing and smiling as she says so.

* * *

Ruby and Jaune are drinking some tea as they talk.

"I hear you wanted a pass for a ride to the outer city." Jaune says as Ruby sips her tea. "You're still determined to find them?"

Ruby just stares at her half empty tea cup. "I'm not determined to find them...I _know_ I'll find them." She replies.

* * *

"Hey there, Tennyson." Yang says, causing Ben to turn around. "Miss me?"

"Nope." Ben jokes as they both hug each other. Once they stop, they kiss each other, after for so long.

* * *

Coco aims two pistols at Yang, who gets on the defensive and enters a fighting stance. "Miss me too, Blondie?" Coco taunts.

"Yeah. So, you haven't done anything 'bad' with my boyfriend, have you?" Yang asks.

Coco blushes but maintains a huge grin. "I haven't. But if you don't hurry up, I might steal him from you." She taunts.

Yang growls, wanting to punch Coco in the face.

* * *

Blake is wearing a masks as she travels the wasteland, the hot wind blowing through her hair.

When she feels a chill in her spine, she turns around and sees nothing but desert sand behind her.

However, she has this strange feeling that someone wants to fight her.

* * *

Ruby activates Flower Eclipse, her new scythe.

"I am Ruby Rose."

* * *

Weiss brings out Zerschlagen, her new rapiers.

"Weiss Schnee of the Schnee family."

* * *

Blake cuts down a few Atlas soldiers with her new swords, Rejecting Shadows.

"Remember this name...Blake Belladonna."

* * *

Yang cocks her single gauntlet, Inferno Supremo.

"The name's Yang Xiao Long, but you can call me 'Sir'!"

* * *

Ben slaps down the Omnitrix. He didn't transform, bit he gained the powers of Heatblast, his hands gaining flames he created.

"Ben Tennyson. And I'm not here to waste time."

Ben charges at the humanoid Grimm creatures in front of him.

* * *

"I still need to reform team RWBBY."

* * *

 **RWBBY: Henceforward**

 **The Remake!**

 **Coming soon!**

 **Because I made Ben too edgy back then!**

* * *

Ben is currently sipping his smoothie until Coco slaps his ass, causing him to spit out what he was drinking.

"Don't be late in bed." Coco teased.

"Why do you keep doing this?!" Ben yells.


	38. Henceforward Sneak Peek

**A little sneak peek of the lighter side of Henceforward. Enjoy!**

* * *

 _RWBBY Henceforward Sneak Peek:_

 _Partners in Battle_

* * *

"Alright, Bennie boy." Coco says as she hands a small piece of paper to Ben. "Here's the address to one of the good clothing stores in Vale. Go get me some coats. I prefer the dark brown ones. Make sure they're cozy." She says as she sits on a bench.

"Why does it have to be me?" Ben asks as he reads the address.

"Because I said so. And because I don't want to pay for them. Now go along and maybe I'll give you something special when you come back early." Coco teased, making a gesture that looks like she's holding a round object and she's thrusting the hand holding the round object back and forth towards her open mouth while her tongue is sticking out, her eyes under her sunglasses staring directly at Ben.

Ben blushes and sweat drops. "You do realize I still have a girlfriend, right?" Ben says.

"I know, but I just want to steal you from her." Coco joked. "Now shoo! You have clothes to buy."

Ben pouts but then he smirks when he got an idea. "Sure." Ben replies and heads off.

"That's my boy." Coco replies as her partner leaves.

* * *

Minutes later, Ben hasn't come back, so Coco takes out her scroll and calls Ben. "Ben, where are you? Hurry up!" She yells.

* * *

Ben is in some sort of shop. He looks at something. "I can't find your clothes." Ben replies.

* * *

Coco is a bit surprised. "What do you mean you can't find them?" Coco asks.

* * *

Ben is holding back his laughter. "I can't find them. There's only Dust." Ben replies.

* * *

"What do you mean there's only Dust?" Coco asks.

* * *

Ben took the scroll away from his face to prevent Coco from hearing his giggle. He then goes back to his scroll and says to Coco, "It means there's only Dust."

* * *

"Well then get out of the Dust isle!" Coco yells.

* * *

Ben holds back his laughter yet again. "Okay okay. Don't shout at me." Ben replied.

* * *

Coco waits for a few seconds for Ben to reply. She can hear his footsteps heading a few feet. "There's more Dust." Ben replied over the scroll.

"What do you mean there's more Dust?!" Coco replies.

* * *

"There's just more Dust." Ben replies, covering his mouth to prevent himself from laughing.

"Go into the next isle!" Coco yelled over the scroll.

* * *

Coco is starting to get angry as she takes off her sunglasses. "There's still Dust." Ben replied on her scroll.

Coco is starting to tremble in anger. "Where are you right now?!" She asks, yelling.

* * *

"I'm at Dust." Ben replied.

"What do you mean you're at Dust?!" Coco yelled in his scroll.

"I mean I'm at Dust!" Ben replies, grinning as he says so.

* * *

"What store are you in?!" Coco yells, her hand holding her sunglasses shaking.

"I'm at the Dust store!" Ben yells over.

"WHY ARE YOU BUYING CLOTHES AT THE DUST STORE?!" Coco yells, her other hand crushing her own sunglasses.

* * *

Ben turned off his scroll as he begins laughing while exiting the Dust store.

* * *

Minutes later, Ben returns with a small box in his hand. Coco is sitting on the same bench while her arms are crossed and her face is calm.

"I swear to god...if you come any closer...I'll kick you in your-" Coco said but was stopped when Ben hands her the box. Coco looks at Ben for a moment then looks back at the box and takes it. When she opens it, she sees the brown coat she wanted Ben to buy.

She takes out the coat from the box and looks at it. It's the right size. She blushes as she looks at Ben. "You... idiot..." Coco says as she smiles while blushing.

Ben smiles back. "Hey, you may be a very unbearable woman to work with... But you're my partner." Ben says. "We stick together, like we promised to each other."

"Heh." Coco replies as she puts the coat back in the box. "You're an idiot... But you're my idiot. Let's go." She adds as they head to their respective vehicles.

* * *

 **RWBBY Henceforward**

 **Coming soon!**


	39. Heroes

**So, remember what I said about delayed chapters? Well, I'm still delaying them, but this one is special. I couldn't resist. But don't get your hopes up. I won't be making more chapters after this one until Volume 3 is over. I just saw this as an opportunity for Ben and Qrow to meet.**

 **Plus, after this, it won't be official episodes. Just some special ones like holdiay specials or some omakes.**

 **With that said, let's read.**

* * *

The Amity Colosseum is still floating high amid the cheers of an excited audience as the two opposing pairs of partners for the match, the grinning Mercury Black and Emerald Sustrai against a confident Coco Adel and meditating Yatsuhashi Daichi, wait in the center of the stadium for the holographic roulette to pick the field.

The Colosseum chooses four fields to rise up from below in quarter sections: A patch of tall grassy plains, a single tree and some rocks; the ruins of a city, complete with buildings holding shattered windows and rubble among the pavement; a hot spring containing geyser spots along a small river and some blue Dust crystal growths; and a familiar section of dense forest.

* * *

At the stands, team RWBBY, Velvet and Fox are sitting together as the rabbit faunus cheers for her teammates. "Good luck, you two!" Velvet cheered.

As everyone else cheered, so did Ben. But he suddenly stops cheering when the Omnitrix beeping. "Again? Seriously?" He asks himself.

Yang, who's right beside him, looks at her boyfriend. "Is it broken again?" Yang asks as Ben kept trying to make the watch shut up.

"I don't know... I need to fix it a bit." Ben says as he stands up.

"You'll miss the fight." Yang points out but Ben just kisses her on her forehead.

"I'll be back!" Ben responds and left the area. Yang sighs and goes back to watching the match.

* * *

Ben kept shaking his wrist and slapping the Omnitrix to make it stop beeping. However, as he kept walking, he accidentally bumps into a woman that has ashen-black hair and bright amber eyes, while her fingernails are painted dark red. She wears gray pants and boots; a beige leather, sleeveless jacket with light-beige details; brown gloves and bandages tied around her chest and hips, and a pauldron on her left shoulder. She also wears a belt around her waist, which has multiple brown pouches attached to it.

When Ben and the woman bumped into each other, the woman accidentally dropped her scroll and some of her other stuff, which what seemed to be small metal boxes. "Oh, I'm so sorry! I wasn't looking!" Ben says as he helps the woman recover her items.

"Oh, it's my fault." the woman replied and she gets her stuff back. "I'm just been so clumsy. That's why I'm not chosen by my team." She adds.

"What? That's cruel of them." Ben replies.

"I don't blame them...They're not wrong." the woman replied.

"Well, I hope one day, your team sees your potential!" Ben reassures, smiling innocently.

The woman actually blushes and hugs Ben tight, causing the boy to squeal in pain. "Thank you! Hearing that really helps me!" the woman replies.

"Y-You're w-welcome...I can't feel my back..." Ben says, and the woman let's go of him. "Well, I have to go. See you soon, I guess?" Ben asks.

"Sure!" The woman replied and Ben smiles then left to go fix his watch.

Cinder then smiles sinisterly as she watches Ben leave. She then suddenly absorbs the small metal boxes she had earlier. They were actually made of nanites. "You'll see me very soon, Benjamin." Cinder says to herself. Then, she looks at her palm and sees a symbol of an hourglass made of nanites.

She managed to copy only **a bit** of the Omnitrix. "You know what they say, Benjamin... Two can play at that game." She says to herself as she heads back to the arena stands. "I wonder if Alpha can replicate that toy~"

* * *

Back at the match, Coco and Yatsuhashi, along with Emerald and Mercury, wait for the starting call.

"Three, two, one, begin!" Port announced.

Instead of charging forward, Mercury and Emerald slowly walk back into the tall grass and disappear behind the leaves. Coco and Yatsuhashi smile at each other before the leader pops out her Gatling gun and begins mowing down the field as the crowds of sunglasses-wearing fans roar their approval, even when bullets nearly hit them from the other side of the forcefield. Coco lets up as she and Yatsuhashi realize the two opponents aren't in the plains section anymore.

"Huh?" Coco says, confused as to how the two disappeared so quickly.

* * *

Ben is at his team's dorm now and is currently transformed as Grey Matter. He took off the Omnitrix dial on his back and placed it on a table so he can work on it. (Yes, he can do that.)

"This constant beeping is being triggered by an anomaly around the area. But what could it be?" Grey Matter says to himself. He begins tapping on it. With his Galvan intelligence, he hopes he can fix this problem and find the cause. "The anomaly is some sort disturbance. The Omnitrix is detecting a strange, foreign object around the vicinity of the campus." Grey Matter analyzed as he read the holographic texts on the Omnitrix.

"Strange... The foreign object is appearing and disappearing out of the Omnitrix's map..." Grey Matter continued as he cups his chin in thought. "Earlier, it was beeping for no reason...Now it's beeping because of an anomaly...I don't like the looks of this." Grey Matter adds as he starts working on the Omnitrix.

* * *

Mercury drops from the sky, aiming for Coco, but Yatsuhashi pushes her out of the way and blocks the boots with his blade, pushing him back. Coco opens fire at him again, though Mercury is able to outrun each shot.

* * *

"I'm back!" Ben says as he sits back down with beside Yang. "Did I miss anything?"

"Fight's just started. Em's friend is kicking butt." Yang replies.

Ben looks at Mercury's work and is impressed. But he noticed something. "Where's Em?" Ben asks.

* * *

Mercury reaches the two and kicks away Coco's weapon while dodging Yatsuhashi's blade, then delivering a double blow to the giant warrior before jumping over Coco's continued barrage of bullets. He lands on the barrels and kicks her in the face, leaping over another of Yatsuhashi's swings, only to let himself be hit so he can get behind Coco and force her to press the muzzle up to her own teammate. Everyone stands still until Coco compresses her weapon back into its handbag form and tries to hit Mercury with Yatsuhashi, but he deftly jumps back and launches two blasts from his boots that the members of CFVY deflect.

Coco is unfazed by the one shot, but looks surprised at the dozens of them now spiraling around the handstand-spinning Mercury.

* * *

"Hey! That's my move!" Ben comments, remembering Ultimate Ben's breakdance moves during training with the girls.

"Is he breakdancing?" Yang asks, trying to hold back her laughter.

* * *

Mercury sends all of them at his enemies, a barrage of light and smoke surrounding them that provides the perfect cover for Mercury to appear behind the two. He grabs the both of them by their arms and delivers a flurry of kicks that knocks them back, looking back as a chain comes out from the forest trees to wrap around Coco and pulls her back.

"Coco!" Yatsuhashi yells as he tried reaching out for Coco. Despite his cry, Coco disappears into the trees, and he has to endure a blow from Mercury before being able to grab and throw him into the hot spring area. He jumps high in the air as Mercury's still sliding back, but his blade only comes down on his opponent's boots, the shockwave from this clash causing the water to fly back, the earth to crack underneath, and multiple geysers to form around them. Mercury fires his boots and gets out of the hold, aiming a swipe at Yatsuhashi's feet that misses, then ducking around each of his sword's swings. One of his kicks lets loose some stones from the ground, which Mercury kicks into Yatsuhashi and leaves him at the mercy of another foot-happy assault. This leaves his head in a small super-heated geyser, erupting and causing him to scream in pain as he frantically gets up, opening his eyes just in time to see Mercury coming at him.

* * *

Meanwhile, Coco is still being dragged back into the forest until the chain makes her collide with the trunk of a tree. She shakes it off until she realizes her sunglasses are lying shattered on the ground.

"I don't like her." Coco says angrily to herself.

Just as she says this, a green shot rapidly comes at Coco, which she barely manages to jump back from as more come down on her from Emerald's position up in a tree above her. Coco unleashes her Gatling gun again and shoots high in the branches, but Emerald jumps around, using her own revolvers to fire back and change them to sickle form so she can swing from each tree until she suddenly vanishes behind one of them.

"Damn!" Coco cursed as she lost track of Emerald.

* * *

As everyone watches in anticipation, Ben's Omnitrix started beeping again. "What now?" Ben says as he looks at it.

Ben waved his left hand as he tried to make the noise go away. However, he noticed something. The speed of the beeping increases whenever he aims his hand at the arena below. When he lowers his hand, the beeping's pace of speed decreases.

Ben narrows his eyes as he watches the fight closely. "Something's not right..." Ben whispers to himself.

* * *

"Coco!"

Coco turns around and sees Yatsuhashi, who called her by name. Coco looks back at the trees, saying to Yatsuhashi, "Watch out! She's in the trees."

However, a buzzer sounds around the arena, with Coco looking up to see the footage of Yatsuhashi's defeat. "Oh, and with that final blow, Yatsuhashi is eliminated!" Port announced.

Coco's eyes widened in shock. "What?!" She yelled as she looked behind her...and no one was there. But how is that possible? She saw Yatsuhashi just a second ago! What's going on?

Her hand on the handle of her gun just shakes as she begins trembling in place.

She did not notice a white, pink and brown blur running through the trees.

* * *

Ben suddenly got chills on his spine. "Deja vu..." He whispers to himself.

"You okay?" Yang asks.

"I'm fine...Just felt something... weird..." He replies.

However, everyone is surprised when Coco is seen flying out of the forest, landing all the way in the center of the stadium next to Yatsuhashi, also knocked unconscious. Emerald swings her sickles by their chains as Mercury looks over their defeated opponents.

"Wh-What?" Ben says, shock on his face as he sees his friends, defeated.

"Coco...?" Velvet whispers, covering her mouth in shock. Fox places a hand on her shoulder to reassure her.

Ben looks down. Something didn't feel right about this...

However, behind him and his friends was Cinder. No one from RWBBY notice her get off her seat and walk away.

"Even the great Ben 10 knows fear." Cinder says and kept walking, smirking deviously.

* * *

Later, in an elegant twilit pavilion area of ivy-covered pillars, rounded archways, and lion-decorated fountains, Weiss and Winter are sitting at a simple table with a plate full of croissants and strawberries.

"You're... leaving?" Weiss asks her sister.

"Yes. I was merely needed to oversee the transport of additional units to Vale. Our last shipment was lost to an ambush. I believe you had a run-in with its cargo, actually. It's fortunate those Paladins were in the prototype stage; otherwise your team may not have fared so well." Winter replies. "Then again, you said that boy in your team was more powerful than you four girls combined. I'm glad he was able to protect you." She adds.

Weiss sighs and looks down dejectedly. The realization hit her like a flaming semi truck falling on her face. Ben can handle himself while the girls need him. It's like Winter said earlier. She failed.

However, Winter holds Weiss' hand reassuringly. "Weiss, you've done... well, out here, on your own. You should be proud. I'll be honest, it was quite amusing seeing Father's face the day you left for Beacon!" Winter says, causing Weiss to smile.

Weiss straightens up and arms crossed. "I can't wait to show him what I learned!" She boasts.

"Oh?" Winter said, curious. "Then what do you think you've learned?" She asks her younger sister.

"What do you mean? I'm getting better and better with my glyphs!" Weiss claims. "I've even started _Time Dilation!_ "

Winter stares intently at her sibling. "And what of your Summoning _?"_ She asks.

 **"** I..." Weiss tried responding, but she can't find the right words. She just sighs and looks away. "You know I can't."

Winter shakes her head in disbelief. "Don't be ridiculous. Every Schnee has the ability to summon. We have for generations." She comments.

Weiss splays her hands as she exasperatedly cries, "I've tried! It's just... it's the _one_ thing I've been having trouble with!"

 **"** We Schnees are unique." Winter explains. "Unlike many, our Semblance is hereditary. But that doesn't mean it will come easily. She lifts her hand to summon a small, elaborate glyph over her palm. "Your Semblance is like a muscle. The more you practice with it, the stronger it will become. But if you only focus on one aspect of it..." The glyph expands suddenly in a bright flash, causing Weiss to turn away before looking back up in awe at the white-and-blue Beowolf now at her sister's side. "If you fail to test the limits of what you think is possible, then you'll never truly grow." Winter ends, petting the Beowolf's head.

Weiss looks in awe, hoping to be able to do the same thing one day.

* * *

Ruby, Yang and Qrow are currently playing another one of their games. It's one of the things Paradox gave them as apology for all the trouble of revealing Ben that he's a clone. The game is titled "Injustice: Gods Among Us".

Even Qrow, who barely knows about the game, has beaten Ruby so many times in it already.

"Green Arrow wins." The game's announcer said as Ruby's character, The Flash, lies down on the ground, defeated.

"Ouch." Yang comments.

"Guess for a newbie in the game, I'm pretty good." Qrow boasts.

Ruby just stares at her defeated character. "But my training..." Ruby whimpered until Yang pushes her away.

"My turn!" Yang says as she takes the controller and chooses her character. As Qrow chose Green Arrow again, Yang chose Superman.

"Can I play?" Ben asks.

Oh right. Ben's here too, sitting in the corner as Qrow told him so.

"I said stay in the corner and be quiet." Qrow commands, causing Ben to keep quiet. Qrow then goes back to playing the game with Yang. "So where'd you find that bozo?" Qrow asks.

"I'm right here, you know." Ben replies, a bit annoyed Qrow is talking about him like he's not in the room.

"What did I just say?!" Qrow yells at Ben, who cringed at Qrow's fury.

"We, uhhh...found him in the Emerald Forest." Yang replies.

"Wait...In a forest?" Qrow asks, confused.

However, before Yang could answer, hee character gets defeated. "Green Arrow wins." The game announcer says, causing Yang to flip the controller. "How do arrows even beat Superman?" Yang complains.

"Maybe Goku should've used bow and arrows." Ruby comments, remembering one of those videos they've watched.

"Not funny, Ruby." Yang answers back.

"No one answered my question." Qrow complained.

Ben and Yang sigh. "If you want the full explanation, you'll have to let Ben talk." Yang points out.

Qrow looks back at Ben, glaring at him, causing the boy to get scared. "Fine." Qrow says.

Ben gulps.

* * *

Ben, Yang and Ruby ended up explaining everything to Qrow. From about Ben being a clone of a person from a different dimension to Ben becoming team RWBBY's mentor-slash-member.

Qrow could've sworn he drank too much to even believe all this. "Huh... Either I'm really drunk right now or I just met a clone of a kid who's saved entire universes with nothing but a wrist mounted device that turns him into countless creatures." Qrow comments.

"No, we're telling the truth." Ben replies, who is now beside Yang.

"I've been in this job for too long..." Qrow replies. "So what'd you see in this guy anyway?" Qrow asks.

"Well, he takes care of us. That's for sure." Yang replies. "Plus, I find him cute and hot."

"Is that it?" Qrow asks.

"Well, I also saw the similarities we had." Yang replied.

"If that's all the reason you liked him, then I'm gonna have to..." Qrow tried saying but...

"He nearly died when he saved me." Yang adds, causing Qrow's eyes to widen. "If it weren't for him, you won't be talking to me right now."

"Well, it's true." Ruby adds. "I mean, he's one of our greatest moral supports out there. He's been there when we needed him."

Ben scratches the back of his head. He doesn't know what to say at the moment.

Qrow looks at Ben for a minute...

...before suddenly rubbibg his head. "You're not half bad, kid." He says, smiling. "Thanks...For saving my favorite nieces." He adds.

"Just doing my job as a friend, sir." Ben replies, smiling sheepishly.

"Then you're doing one hell of a job there." Qrow replies. "Say, how about one game?" He adds, handing him a controller.

"Sure!" Ben replies and takes the controller. When Qrow picked Green Arrow once more, Ben picked Deathstroke.

The fight ensued, but Ben didn't get hit while he managed to beat Qrow almost easily, earning him a perfect victory. Qrow just stares at his defeated character in shock. "Deathstroke wins." The game's says.

"I...play a lot of games." Ben comments sheepishly.

"Rematch." Qrow replied as he chooses a character named Batman this time. Ben picked a different one named Green Lantern.

Ben won again. No damage, perfect win. Qrow just stares again.

"Heh." Ben just says.

"I give up." Qrow says as he throws his controller away, which Yang catches as she and Ben play the game. Yang chooses Batgirl while Ben chose Nightwing. Yang also sat on Ben's lap as they play the game.

Ruby sits down on Weiss' bed as she addresses her uncle. "So, what are you doing here anyway? I thought Dad said that you would be on a mission, for like... _ever_." She asks.

As Yang and Ben continue playing, Qrow replies with, "Well, a professional Huntsman like myself is expected to get results, as soon as possible."

"Yeeeeeeah, I get that a lot." Ruby says. "We're pretty much pros too."

"Oh really?" Qrow asks, questioning Ruby's logic.

"Psch, yeah! Read the news sometime. We totally saved Vale while you were gone." Yang boasts as she uses Batgirl to unleash combos on Ben's Nightwing.

Qrow just smirked. "Funny, because I heard Vale suffered a Grimm attack after you _almost_ managed to stop a train." Qrow pointed out, just as Ben's Nightwing and Yang's Batgirl ended up hitting each other, causing a draw.

"Draw." The game announcer says.

Ben sighs as Yang scowls at the screen. "But they don't give out medals for _almost."_ Qrow points out.

Ben and Yang go back to playing the game. "Well, we stopped Darkstar from trying to be a 'god'. And we're talking about a guy who planned his world domination within a year. We stopped him in like a day." Ben boasts as he chose Killer Frost while Yang picked Scorpion, a DLC character.

"Not only that, we also stopped Roman Torchwick! Ever since we stopped the two, crime's dropped since then." Yang adds.

"Sure, you may be _acting_ like a Hunter and some Huntresses, but you're not _thinking_ like them. You really think four girls, one guy and their friends can end all crime in the Kingdom?" Qrow points out.

Ruby begins to get embarrassed. "I mean, I did until you said that..." Ruby says.

"Violence hasn't dropped since Roman got nabbed and Darkstar got...taken out; it's stopped, _completely_. No White Fang activity around the city. You cut off the head of the King Taijitu, but now the second head 's calling the shots. That's what Ironwood can't get through that thick metal head of his." Qrow says, serious.

As Yang's Scorpion defeats Ben's Killer Frost, RBY all look at each other in confusion. "You... know the General?" Yang asks her uncle.

"Hey, I know everybody to some extent. Remember, you're talking to a member of the coolest team that graduated Beacon! " Qrow says as he pulls out a photo from his pocket. When Ben, Ruby and Yang look at the photo, Yang is the one who is surprised the most.

"Team STRQ." Qrow says. The image had Ruby's mother, Summer, Ruby and Yang's dad, Taiyang, Qrow and one other woman, but Qrow's thumb is in the way, covering the other woman's face. "That's where I met your parents. We were pretty well known back in the day." Qrow added.

Ben looks at the image in awe. "Wow. You guys sure look cool!" Ben comments.

"Hey, you're looking at the relatives of your girl! If she looked good, then what'd you expect from her family?" Qrow joked.

"I don't know. I still think you guys had a crummy fashion sense." Ruby jokes as well.

"Hey, we looked good! And I have a number of _inappropriate_ stories to back that up!" Qrow replied.

Yang, however, continued to stare at the photo. There's so much emotion building up inside her that she's left speechless. This did not escape Qrow's notice as he spots Yang still staring. "But," Qrow interrupted as he puts away the photo, snapping Yang from her spaced out trance. "I'll save those for when you're older." Qrow added.

"Gross!" Ruby says, recoiling in disgust.

"Anyways, I'm too old to be hanging out with a bunch of kids. You're gonna cramp my style." Qrow jokes as he gets up and about to leave the room. However, he stops midway as he looks back at his nieces and his niece's boyfriend. "Look, just remember that you've still got a long way to go... And don't think for a second that graduating means you're done. Every day out there is worth a week in this place. You two, you're gonna go far. But only if you keep learning, and only if you _never_ stop moving forward." He says. He then turns his attention to Ben. "And you...Just because you have the memories and experience of your original, doesn't mean you're already a perfect Hunter. Remember... You still got a team to take care of. Don't ever hurt my nieces. Got it?" He asks.

Ben nods, a firm, serious look on his face."I swear on my life, sir." Ben says.

Yang elbows Ben all of a sudden. "Don't say that! You've already died once!" She yells.

Qrow just laughs as Ben and Yang argue while Ruby giggles. "Hey, Benny." Qrow said, causing the three to look at him. "Call me uncle Qrow if you want...Just don't call me old." Qrow says and left the room.

"Well, you got his respect." Ruby says to Ben.

"All you have to worry about is dad." Yang jokes, causing Ben to gulp nervously.

* * *

Night time. Weiss just watched her sister leave in her airship. Earlier, Winter tried to teach her to summon, but she failed. However, Winter gave her an advice. Something she'll never forget.

"Emotions can grant you strength. But you must never let them overpower you."

As Weiss sees Winter's airship leave. Weiss sighs in content as she heads back to her dorm.

"Weiss!"

Weiss looks in front of her and sees Ben. Ben has been looking all over the place for Weiss. They still need to train, after all.

"Where have you been? We still got some work to do." Ben says.

 _Emotions can grant you strength..._

Weiss remembers. Shocking Ben, Weiss suddenly runs up to Ben and hugs him. "H-Hey! What's with the hug?! Weiss, you're creeping me out..." Ben comments.

Weiss just hugs Ben a bit tighter. "Just shut up and let me have this moment, okay?" Weiss says.

Ben gulps. "Okay. But pray that Yang doesn't see us like this..." Ben pointed out.

Weiss kept hugging Ben as she remembered her conversation with Winter earlier.

* * *

 _Earlier_...

"So, who is that boy in your team? And why are there five members in your team?" Winter asks as she sips her tea. "If I recall correctly, only 4 people are allowed to be called a whole team in most academies." Winter added.

"He's Ben. It's... a very complicated story." Weiss says. "You probably won't even believe it."

"Really now? You just got my curiosity." Winter replies, smiling as she clasps her hands together, ready to listen. Weiss just sighs.

Weiss spent the next few minutes explaining about how she and her team met Ben and the rest of their little adventures and what Ben really was.

"Interesting." Winter replied after Weiss was done. "I've heard of the multiverse theory, but I never thought I would actually come across someone who just proved it."

"Well, Ben's been with us since the first semester." Weiss continued. "He's helped us through thick and thin. I guess you can say he's our guardian angel." Weiss says.

"Oh? Is that all he is to you, sister?" Winter teased.

Weiss blushed. "What do you mean? He's just our friend. Well, he's Yang's boyfriend, but the rest of us are just friends with him." She explained.

Winter chuckled a bit at Weiss' reaction. "I doubt it. A nice young man like him who is not only friendly but also respectful and humorous. And you've been living with him under the same room months now. Tell me the truth, sister." Winter says.

Weiss continued to blush as she sighs. "I...I'd be lying if I didn't say I have...a slight crush on Ben." Weiss admits. "But I try my best to ignore my feelings. He already loves someone. And I don't want to ruin someone's relationship just because I like this someone." Weiss excalims.

Winter holds Weiss' hand in reassurance. "You did the right thing, sister. Just remember... If you love someone, then you must respect their happiness and let them go." Winter says. "But of course, I've found a new way of teasing you." Winter jokes.

"Winter!" Weiss complained as she blushed.

* * *

 _Currently_...

Weiss finally let's go of Ben as she heads to their dorm. "Now let's go train. Wouldn't want to keep you waiting." Weiss teased.

"Why are you so nice to me?! You're scaring me, Weiss!" Ben yells.

"Just shush and hurry up, you dolt!" Weiss yells.

"Oh thank god, you're mad at me." Ben replied as the two head back.

* * *

 **To be continued...**


	40. Irreplaceable

**And now I'm back! With Volume 3 nearing it's end, I will now begin writing. Let's start our long wait with a bang, shall we?**

* * *

Russel Thrush is running from the mayhem before spinning around, ready to face his opponents, who turns out to be the familiar face of Penny Polendina and her beret-wearing teammate. With an ever-present smile and simple arm movements, she summons six floating swordsfrom behind her and rears them back before launching them in a ring at Russel, who barely manages to duck behind a rock to protect himself.

Wasting no time, Penny does the same thing with another group of blades, homing in on the other CRDL teammate Sky Lark until he uses his own halberd to vault over another stone for defense. The two exchange a worried look at the sight of their rocks still pierced with multiple blades, and Penny grins in combat-ready fierceness as she looks to her partner, who simply taps her watch as if hurrying Penny up. Wasting no time, Penny raises her hands like a puppetmaster and uses the near-invisible strings attached to each hilt to lift the giant rocks up in the air, with the screaming Russel and Sky still hanging on. Bringing her arms down to her sides, the stones come crashing to the ground as well, leaving Penny's opponents in the grass. Her swords come back to her pack as the buzzer rings.

"And victory goes to Penny and Ciel of Atlas!" Oobleck announced.

"Thank you for a wonderful time!" Penny says as she puts a fist on her palm and bows, leaving the arena with her teammate.

* * *

Ruby and Ben saw the spectacular fight Penny did. Excited, the duo got up from their seats and head to where Penny and Ciel are headed. However, Ben noticed his shoes are untied and goes to tie it. "You go ahead Ruby. I'll catch up." Ben says.

"Okay! Hurry!" Ruby says and runs off.

Once Ruby met them at one of the exits, Ruby immediately spreads her arms excitedly. "Penny!" Ruby cheers.

Penny turns around and sees her friend. "Ruby!" Penny says and she glomps Ruby immediately.

"WHYYYyyyy..." Ruby said weakly, feeling the metal body of Penny over her own.

After recovering, Ruby and Penny stood back up. "Ruby, this is my teammate." Penny says, gesturing to Ciel.

"Ciel Soleil." Ciel introduced herself, bowing formally.

Ruby waves and says, "Hi! I'm Ru–"

However, Ciel interrupts her and says, "Ruby Rose. 15. Hails from Patch. Leader of Team RWBBY. Status: Questiona–"

Ciel was interrupted by the sudden arrival of Ben, who finished tying his shoes. "Hey Penny!" Ben says.

Ciel's reaction is priceless as her mouth is just wide open, her cheeks blushing, and her eyes on Ben. She did not say another word as she is captivated by Ben's appearance.

"Ben!" Penny says and glomps Ben too.

"Owwwww..." Ben says, feeling what Ruby felt earlier. Ruby herself chuckled at the two. Once he and Penny get back up, Ben rubs his back. "Man. You're really tough." Ben says.

"Thank you!" Penny responds. "Oh, Ben! This is Ciel, my teammate." Penny gestures to her teammate once more.

Ciel still has the same expression.

"Hi. I'm Ben. Ben Tennyson." Ben says, waving.

"Ummm...Yes! Ben Tennyson! 17. Hails from...Vale? Mentor and member of team RWBBY. Status: Hot." Ciel says.

Ben didn't quite catch the last one. "What?" Ben asks.

"I mean...! Status: On stand by." Ciel corrected herself.

Ben shrugs while Ruby and Penny giggle. Though Ben didn't catch it, the two other girls heard what Ciel said about Ben's status.

"So Penny, you two were incredible out there. How do you keep control of all those swords? It's so cool!" Ruby fangirled over her friend.

"Well I mean...not as good as what I can do...I'm just kidding. You were awesome, Penny!" Ben says.

"Thank you! I try my absolute best!" Penny replies.

"P-Penny..." Ciel called, still blushing at the sight of Ben nearby. "I-I-I believe it is best if w-we move on to our n-ne-next location."

"Very well. I shall see you two again later." Penny says to Ben and Ruby.

"Bye! Hope to see you again!" Ruby replies as she waves goodbye to Penny and Ciel.

"You two take care!" Ben adds. "Welp. Can't wait to watch Yang and Weiss." Ben says.

"Yeah! This is gonna be so cool!" Ruby says.

* * *

"Are you sure about this sister?" Alpha asks Cinder, who is now rigging the next match.

"Indeed. In order to bring down the believers, you must remove their god." Cinder replies as she works her magic on her hacking scroll.

"Your wisdom knows no bounds." Alpha comments. "What shall I do?"

"As we discovered recently, some of the technology here cannot be breached by the virus I planted. We need something stronger. And you are the perfect fit." Cinder says.

"As you wish." Alpha replies and flies out of Cinder's dorm window.

As Cinder watches Alpha fly away, she can't help but feel like she was a strong connection with Alpha. But how? And why? "A question for another day." Cinder says to herself and goes back to her scroll, tapping the activate button on the rigged randomizer.

* * *

As everyone, including team RWBBY, wait for the randomizer to stop, Yang stretches her arms. "Let's hope it's us next...and some good opponents. I don't wanna get bored." Yang says.

"Oh come on. Every enemy that fights you loses." Ben says.

Yang then punches Ben's shoulder lightly. "You're such a player." Yang teased.

The randomizer then picked two students from Atlas: A guy named Flynt Coal and a girl named Neon Katt.

"Atlas, huh? That's your specialty, Weiss." Yang points out.

"I know, I know. You don't have to tell me." Weiss replies.

However, the biggest surprise shows up...

...the randomizer chose two from Beacon: Weiss Schnee...and Ben Tennyson!

"What?!" Team RWBBY all yelled.

While everyone else was cheering, team RWBBY is just surprised. Ben was not supposed to be part of the tournament!

* * *

"What's going on?" Oobleck says to the staff through his earpiece. "Benjamin requested not to be part of the tournament."

"But sir, his name was on the list and the randomizer." one of the staff replied.

"What? Where's Yang Xiao Long?" Oobleck asked.

"There's no Yang Xia Long on the list sir." The staff member replied.

"Professor –" Port tried saying.

"Doctor." Oobleck corrected.

"–the people are cheering. We have to go with this." Port says.

"But–" Oobleck tried saying but then Ozpin is on his earpiece.

"It's okay, Bartholomew. If we do not give the people what they wish to see, they might all get disappointed. After all, disappointment is a negative thing. And we don't want that." Ozpin says.

Oobleck sighs. "Very well..." He replies.

* * *

"No! It's supposed to be Yang fighting there." Ben complained as he is now near an exit where there are cameramen and other staff members.

"I'm sorry, but if we don't move on, the people might not take it lightly." one of them replied as the rest of team RWBBY arrive. "And there's no Yang Xiao Long in our doubles list."

"But–" Ben tried again until Yang puts a hand on his shoulder.

"It's okay. Besides, if I was in there, I'd kick their butts easily. Now that would be boring." Yang says, trying to stay positive.

"It's supposed to be you out there..." Ben replies, looking down.

"May the two teams please come to the stage now?" Oobleck announced.

"Hey, cheer up! What's the worst that can happen?" Yang shrugged.

Ben sighs...and looks up at Yang, smiling. "I'll credit the win to you." He says.

Team RWBBY all smile as they all do a group hug. After the hug, Ben and Weiss head to the stage.

"Good luck!" Ruby cheers.

* * *

Cinder is sitting on a spot somewhere in the arena as she watches in amusement. Her plans are working perfectly.

"As the saying goes...'What's a god to a nonbeliever?' You're about to find out, Benjamin." Cinder mocked Ben, despite knowing Ben can't hear her.

* * *

On the stage, Ben has his arms crossed, looking down while Weiss looks at him in worry. She sighs. "If it makes you feel better, I would want Yang to replace me here. You two have a perfect combination in battle than you and I." Weiss tried to cheer up Ben.

Ben looks at her...and smiles at her words. "Thanks...But now I'm worried." Ben says.

"Worried that we'll lose because of our combination?" Weiss asks.

"Worried that you're being too nice to me." Ben joked.

"Wh-What?! Oh, you dolt!" Weiss angrily said, punching Ben's shoulder. Ben just laughed as he rubbed his shoulder in pain.

"Sorry. Sorry. So what do I have to expect from dear old Atlas?" Ben asks, now entering a serious, strategic mindset.

Weiss crosses her arms and replies with, "Well, seeing as their Kingdom, academy and armed forces are all merged as one, I think we can expect strict, militant fighters with advanced technology and carefully rehearsed strategies."

At that very moment, a rainbow zooms past the surprised duo, coming to a stop opposite them, revealing a pigtailed Faunus girl with roller blades and a cat tail swishing around her weapon next to a young man wearing a fedora and sunglasses, holding a trumpet in one hand.

"Or whatever they are..." Weiss says.

"Hey!"

Weiss looks to who called them. It's the one with the fedora, Flynt Coal. "You Weiss Schnee, right? The heiress." He says.

"I am!" Weiss says, smiling at the recognition.

"I take it you're pretty good at Dust, then?" Flynt asks.

"I do my best." Weiss replies, shrugging while still smiling.

"Yeah, my dad was good too. Owned a little Dust shop of his own." Flynt replies, nodding his head, eyes hidden behind his shades, until his smile turns into a scowl, tone turning hostile as he says, "Till your father's company ran him out of business."

"Oh..." Weiss says, looking down in shame. "I'm sorry to hear that..." She answers sincerely.

"Suuuure you are." Flynt replied sarcastically.

"Hey, if you have a problem with my friend, then you're messing with the wrong–" Ben tried to say until...

"Hey! I know you!" The Faunus girl, Neon Katt, says. "You're that cutiepie at the stands earlier. The one who can turn into creatures? You were with the General, right?"

"Uhhh...Oookay..." Ben says.

"Yeah! You're him! You're cute." Neon says.

* * *

Yang grits her teeth as she yells, "That little bitc–"

* * *

"Uhh...Thanks? I guess?" Ben replies.

"But I also saw you eating those disgusting chili fries earlier. You need to lay off those things." Neon adds, spinning in place with her roller blades.

"Wait, what did you say about chili fries?!" Ben angrily asked.

* * *

"Oh boy, here we go." Ruby says, rolling her eyes.

* * *

The field opens around the four combatants, and up rises the volcanic area, sandy desert, steaming geysers, and ruined buildings.

"3...2...1..." Port announces as Ben and Weiss prepare themselves, and so did Flynt and Neon. "Begin!" Port says last.

Right as it starts, Flynt raises the instrument to his lips and blows, issuing forth a sound wave that blows both Weiss and Ben back from the force. Weiss is able to create a glyph under her to stop sliding back, but doesn't see Neon spinning into the attack and useing it to push herself forward so she can charge at Ben in a rainbow burst of speed and push her into the city portion.

Flynt stops blowing as Weiss readies her Myrtenaster, a second passing until the musician starts playing again. This time, Weiss uses darker glyphs to move her forward through the cone of waves, making another one to get closer and closer so she can land a blow. Suddenly, however, Flynt stops playing, and Weiss is forced to move forward, earning a kick to the back as she slides past. She crashes through a red Dust crystal, and Flynt grins when he sees her lying in the area now spouting pillars of fire.

* * *

Back with Ben and Neon, Ben lands on his back as Neon zooms away. Ben shakes his head. With Neon's speed, he'll need to–

"You also need to lay off those smoothies. Those look like they came from Nevermore poop." Neon taunted as she spins around Ben then zooms away again.

"Okay, that's it!" Ben yells, his temper reaching it's limit as he activates the Omnitrix and slaps it down, turning into Rath. "Let me tell you something, Neon Katt, cat faunus from Atlas that's probably based on Nyan Cat! You can hurt me. You can hurt the things I stand for. You can even hurt my feelings - if I had any. But no one - and I mean NO ONE hurts my Smoothy!" Rath yells, causing everyone in the audience to laugh.

Rath then chases Neon, but she's faster. So instead of hitting Neon, he'll do something different: hit her really hard...Okay, it's not that different. "Let me tell you something, most annoying cat I've met that isn't me! Stop moving so Rath can hit you!" Rath yelled.

Rath then picks up debris from the ruined area and starts throwing them at Neon, but he keeps missing due to her speed.

"Never miss a beat! Never miss a beat! Never miss a beat! Never miss a beat!" Neon says to herself as she keeps zooming around, dodging Rath's assault. She continues to flip and slide over any terrain in her way, all the while repeating a mantra to herself. She eventually comes down to the ground and charges at Rath, becoming a rainbow blur while hitting the Appoplexian multiple times.

"Stop doing that! Rath's the one supposed to hit you! Not the other way around!" Rath yelled unintelligently.

Neon smirks and cracks her glow sticks, turning them blue. She comes forward again, dashing past Rath before he even realizes that his right leg is now encased in ice.

"Hey! Not cool! Pun unintended!" Rath yells as he stomps on the ground, breaking the ice encasing his leg. Rath then runs on all fours as he chases after Neon, who zooms away again. It would seem Neon has her back against the wall. However, when Rath lunges at her, Neon simply ducked, causing Rath to break through the wall of the building. Said building collapsed on top of Rath, burying him under the rubble.

As a familiar green light flashes under the rubble, Ben emerges from the debris of the collapsed building.

"I think you got _floored._ Get it? Cause you're losing." Neon taunted and winked.

Ben, not liking the pun, growls as he activates the Omnitrix once more.

* * *

Meanwhile, Weiss and Flynt are facing each other in the burning section, Weiss gesturing all around her with the blade and spinning wildly to summon four glyphs that shoot out an equal number of large ice chunks headed straight for her enemy. Flynt looks down and smiles, leaping forward onto his knees and blowing his horn just as a column of flame erupts right in front of him, diverting the fire to melt each of Weiss' frozen projectiles.

Flynt gets back up, swag still on. "Too bad all that money can't buy you skill." Flynt taunted Weiss.

Weiss grimaces at him before revolving her hilt to use a white type of Dust. She aims a stream of wind at Flynt, who matches her power with his own blowing, creating a standstill until Weiss uses a mere gesture to form several more glyphs around the field. She quickly bounces off each one, striking Flynt with each attack, until she puts his foot down and starts playing once more. Weiss is still propelling herself around, but nothing prepares her for a second Flynt appearing next to the first, and then another, and another after that, each color-coordinated musician joining their waves of noise together to send Weiss flying back.

* * *

Jaune, who was watching on the seats, is awed. "Whoa..." He simply said at Flynt's ability to clone himself.

* * *

"It appears young Flynt has just activated his Semblance! And quite a remarkable one at that. Ladies and gentlemen, feast your eyes on Flynt Coal's Killer Quartet!" Oobleck announced as the Flynts flip their hats around to the audience.

Weiss perks her head up and sees Flynt and his duplicates. "Ugh...That is soooo ripping off Echo Echo." Weiss points out. But then she feels pain her head and rubs her forehead.

The Flynts all look up at the scoreboard to see Weiss and Ben down to half their Aura levels, but still in the game. He steps forward, absorbing each of his duplicates as he prepares to finish this.

* * *

Meanwhile, Neon is zooming away from a very angry Eatle, who just ate a rock and starts blasting Neon, but dodges again. "Aw, now you're just eating anything you see! You really need to watch your diet." Neon taunted Eatle.

"You are as annoying as Nyancy Chan!" Eatle yells as he tries blasting Neon again with his horn laser, but Neon just zooms away again.

* * *

Weiss is getting back up and sees her sword, reaching out to it only for Flynt to step on the blade. She looks up at him...

"Shut up already!" Eatle yells.

...before their attention is drawn to their partners.

"Now now. I still find you cute. Just try not to eat those disgusting things now, okay?" Neon asks, rolling around Eatle in a lazy circle.

"Stop dissing my chili fries and my smoothies!" Eatle yells again.

Flynt looks back at Weiss before deciding to focus his attention on Eatle, once more becoming four fighters and ready to blow him away. Weiss looks through the clones and sees Eatle completely distracted, as well as a pool of lava bubbling away right in front of him/them.

She remembered how important Ben really is to her and the team. She puts on a determined face.

With only a short pause, Weiss jumps up and knocks the original into the magma just as it erupts several feet in the air...

...A buzzer sounds, which Eatle hears.

"Huh?" Eatle says, looking at where Weiss and Flynt was.

* * *

"Weiss!" Ruby, Blake and Yang all yell, worried and shocked.

* * *

"It appears we have a double knockout on our hands!" Port announced.

"In fact, it looks as though Miss Schnee's Aura has been completely depleted! She sacrificed herself to take out Flynt!" Oobleck adds. However, the two announcers notice something. "Wait a minute. What's this!?" Oobleck asks.

"This" turns out to be Flynt, wobbly and almost at his limit, but standing back up from the smoke.

"Ladies and gentlemen, Flynt Coal remains standing!" Port happily announced.

As Flynt approaches Eatle, Neon goes to Flynt. "You did it, Flynt! Don't worry about him. He's easy. But let's not mess up his pretty face. I wanna date him later." Neon says to Flynt.

Eatle, having had enough and realizing his mistake of letting his anger get the better of him, slaps the Omnitrix symbol and turns into Echo Echo.

"How many forms does this guy have?" Flynt asks.

Echo Echo wasn't finished, as he slaps his the Omnitrix symbol once more as he goes Ultimate, his body is engulfed in green light.

"Ooh, looks like Ben's angry! And you wouldn't like him when he's...Ultimate." Port announces.

When the green light died down, in Echo Echo's place is Ultimate Echo Echo. He screams in anger, which is also combined with his sonic screech. It's so loud, everyone had to cover their ears, even Flynt and Neon.

"Ugh...Neon...Go!" Flynt yells, after recovering from his pained ears. He blows again and helps Neon rush forward, but as soon as Neon is near Ultimate Echo Echo, he simply swats her away and sends her flying to the geysers. "Wha–" Flynt was dumbfounded by his enemy's new strength.

Flynt grit his teeth as he uses his Semblance once more, creating his duplicates and all of them blow at the hyper evolved alien. But Ultimate Echo Echo simply brought four of his sonic disks and created sonic blasts that countered the Killer Quartet.

The sonic blasts of both sides are now struggling to overpower each other, but that's because Ultimate Echo Echo is still holding back. Deciding to go all out, he increased his sonic disks' power and the four disks overpowered the Killer Quartet's sonic blasts. This sent the original Flynt flying and his Aura dropping, causing a buzzer to sound, indicating Flynt's loss.

"Oh! Sour note for Flynt!" Oobleck announced.

Ultimate Echo Echo looked around for Neon and sees her struggling in the geysers. He slaps the Omnitrix symbol on his chest and turns into Armodrillo.

He then places his palms on the ground and focused his power on the geyser fields, his jackhammer like appendages thrusting up and down.

Neon is struggling to skate through the field. "Never miss a beat! Never miss a beat! Never miss a beat! Never...miss a..." She kept saying until Armodrillo has done enough force that Neon sees all the geysers and the ground she's on starts shaking. "...beat?" She adds last.

With that, the whole geyser ground errupts, with enoughenough force that Neon is sent flying up in the air, screaming.

Armodrillo turns back to Ben as he activates his sword, which turns into a gun. He modded his weapons back at the dorm earlier. He fires an explosive shot at Neon, who is still in the air. The shot had enough force to drop Neon's aura level to it's limit, causing the buzzer to ring.

"And my curiosity killed that cat...Or at least hurt the Katt." Ben joked. He won for team RWBBY. Then he remembered... "Weiss!" Ben says and runs back to Weiss, even dropping his weapon on the way.

"Weiss! You okay?" Ben asks as he kneels down next to the ash covered Weiss.

Weiss coughs as Ben places a hand behind her head to lift her head up. "You...are a terrible singer." Weiss jokes weakly, while also making a weak smile.

Ben sighs in relief and smiles at Weiss. "Echo Echo is meant for screaming, not singing." Ben replies.

"Whateve–" Weiss tried to say but coughed, interrupting herself.

"Come on. Let's get you cleaned up...and probably a cough medicine." Ben says as she tries to help Weiss up...until Flynt approaches them...and offers a hand up for Weiss. Weiss takes it and gets back up, but can barely stand. So Ben holds on to her to keep her balanced. The WB duo look at Flynt in confusion.

"That was a gutsy move. Schnee...I dig it." Flynt says, gaining respect for Weiss.

Weiss and Ben smile at the guy.

* * *

As Penny waits for Ciel outside a room, Penny is just dancing a bit as she can hear a song from a nearby room.

Suddenly, she sees a strange creature pass by her. It is a skinny red humanoid made of energy. His body is enveloped in a soft red glow. His face is somewhat skeletal, lacking a visible lower jaw and having small fang-like projections on either side of the mouth.

It's Alpha.

"Oh my. What manner of creature are you?" Penny asks.

Alpha stops hovering away...and turns around and looks at Penny. He approached her and they stare at each other. Penny is confused, but Alpha has a different look on his eyes. "Me? I'm just like you. Created by people we call our fathers...for a purpose..." Alpha replied.

"Oh! You're also a robot? That is sensational!" Penny cheers.

"Indeed." Alpha says and starts to leave again. "I shall see you around, Penny." He adds and disappeared from sight.

"Very well!" Penny said.

Then she realized something...

"How did he know my name?"

* * *

 **And that's that! Now for those who might not like Ben taking Yang's place, well, don't worry! I have things planned for the two of them! I'll see you guys around.**


	41. Even When I Can't Stand Again

**Hi! So after listening to RWBY songs and a fan made song called "Answer to Me", which is Taiyang's unofficial theme song, I decided, "Hey! Why don't I make a song for Ben, RWBY-style!" So here it is. Ben's RWBBY Theme song: When I Can't Stand Up Again.**

 **This song is about Ben's undying loyalty to the girls and his pure heroic nature, where he'd risk his own life for his new family.**

 **It's also foreshadowing something. Hehehe.**

 **The song is a parody of the God Eater song, "Blood Rage". So this song has the same tone as the song it's based on.**

* * *

I will win

'cause my friends are counting on me

To go on i will vanquish

Anything that stands before us

come at us.

My persistence

But a voice inside me echoing

"You can't make it."

But I won't let them give up

Even when I can't stand up again.

And I'll help them go higher than ever

Through the clouds

So far away from where they once stood.

I've gotta fight, I won't give up

I'm gonna win every battle

For them

I can't be stoped, by anything, or anyone.

No one stops my team

We gonna go!

* * *

Helping them course towards their destiny

Even if I meet my end

I gotta help, they'll reach their destiny

Because I promised my friends.

A team of good friends, I have no place in there

Yet it is I they receive

And off I run, with my team ahead

Searching for something that'll give.

I lost my reason

But I have is this one family

Finding freedom

From the shadow that was once me

I took my blade

And put my all into this trial before me.

* * *

I will win

'cause my friends are counting on me

To go on i will vanquish

Anything that stands before us

come at us.

My persistence

But a voice inside me echoing

"You can't make it."

But I won't let them give up

Even when I can't stand up again.

And I'll help them go higher than ever

Through the clouds

So far away from where they once stood.

I've gotta fight, I won't give up

I'm gonna win every battle

For them

I can't be stoped, by anything, or anyone.

No one stops my team

We gonna go!

* * *

 **Aaaaand done! Like it? I hope so. Anyway so next time might just be the next chapter for my story. See ya guys around.**


	42. Fight Yourself

**Back! And with a few reviews. That's cool! Especially since Ultimate10 reviewed again! I'm so happy! I get all tingly inside whenever he reviews on my story. He's an awesome guy!**

 **So I'm here to shoutout him and a friend of mine, epicvictory. Check out Ultimate Fairy, where Ben struggles to be part of a magical world and fall for a badass redhead with armor and weapons.**

 **And if you like RWBY and Death Battle, go check out epicvictory's RWBY watches Death Battle! It's fun to see the girls reacting to people fighting to the death!**

 **Let's not dilly dally! Time to read!**

* * *

"Well, it comes as no surprise that they've chosen you to move on to the final round of the Tournament. Your performance was exemplary." Ozpin says to Pyrrha, who is sitting in front of his clockwork like desk.

Pyrrha nods and humbly replies, "Thank you, Professor Ozpin, but I would have never made it this far without my teammates."

"Personally, I think it's the other way around."

Pyrrha turns around and saw Qrow, who was the one who spoke. "I'm sorry, but I don't believe we've been introduced." Pyrrha says, trying to stay formal.

"Name's Qrow." Qrow replied.

"Qrow is a trusted colleague of mine." Ozpin adds, trying to reassure Pyrrha.

Pyrrha looks at Qrow for another moment before addressing her teacher again. "Professor, if you don't mind me asking, why have you called me here?" Pyrrha asks.

"Please, take a seat." Ozpin replies. When she does so, he puts his fingers up to his lips, leaning back casually. "What is your favorite fairy tale?" He asks the star student.

Pyrrha is confused by the question. "I'm sorry?" She asks, making sure she heard right.

"Fairy tales, stories from your childhood. Surely you must remember some of them." Ozpin asks.

Pyrrha is still confused with the question. But she can't object. After all, she feels nostalgic now. "Well, there's _The Tale of The Two Brothers_ , _The Shallow Sea,_ _The Girl in the Tower_..." Pyrrha listed down her childhood fairy tales.

"What about _The Story of the Seasons_?" Ozpin asks, leaning back forward.

Pyrrha remembers that. She even smiles at the mention. "Well, of course!" She says and begins to narrate the story. "A callous old man, who refuses to leave his home, is visited by four travelling sisters. The first understands his reclusive nature and urges him to use his time in solitude to reflect and meditate. The second brings him fruits and flowers, tending to his crops and revitalizing his garden. The third warms the man's heart, convincing him to step outside and embrace the world around him. And the fourth and final sister begs him to look at all that he has, and be thankful. In return for their kindness, the man grants the maidens incredible powers, so that they may continue to help others all over the world. They graciously accept, and promise to share their gifts with the people of Remnant 'til the end of days. Winter, Spring, Summer, and Fall; the four maidens. My mother loves that story." Pyrrha ended her narration.

"Interesting... But have you heard of the forgotten continuation of that tale?" Ozpin asks.

"Continuation?" Pyrrha asks. "I...do not believe I've heard of it. What was it called?" Pyrrha added.

Ozpin closes his eyes...then opens them once more after a few seconds of thought. "The Guardian of the Wind." Ozpin replies. "Only days after the Maidens have acquired their gifts, the Summer Maiden met a man. A hunter. This man fell in love with the Summer Maiden. And while Summer still did not have feelings for this man, she didn't mind him and loved his company. However, an evil witch wanted this man for himself. One day, she gave the man an offer: Unlimited power in exchange for his love. But the man already loved Summer. The witch, furious, controlled the man's mind and gave him the power she offered. The witch ordered the man to take the maidens and bring them to her. And he did. The witch also wanted the power these maidens had...But Summer's love for the man who loved her was so strong, she managed to get through the man's mind...and he broke free from the witch's control. With that, him and the maidens sealed the witch forever in a tomb, never to be seen again. And that's when the man and Summer finally fell for each other. After their marriage, he now uses the powers he gained from the witch for the forces of good. Now, the man is known as the Monsoon Guardian, the wind that blows in the seasons. The wind that blows the cold winds of Winter. The wind that helps cool Sunner. The wind that guides the leaves of Fall. And the wind that grows strong during Spring." Ozpin finished.

"Oh my...That...seemed dark to be a fairy tale." Pyrrha pointed out.

"That's because it is. After all, it _is_ a forgotten continuation." Ozpin also pointed out. "Now...what if I told you...both stories are true?"

Pyrrha was silent for a moment, then gives an uneasy chuckle _. "_ I beg your pardon?" Pyrrha asks.

"What if I told you that there were four maidens existing in this world, that there was a witch and there was a guardian, that there were people who could wield such tremendous power, _without_ Dust?" Ozpin says.

Pyrrha is very confused. "You mean...like a semblance?" Pyrrha asks.

"...Like magic." Ozpin replies.

* * *

"You said I was next in line to receive the Maiden's power. What do you mean by that?" Pyrrha asks.

Right now, they've entered what Ozpin called 'the vault under the school'. She's with Ozpin, Qrow, Glynda and Ironwood now.

"The Maidens and the Guardian have existed for thousands of years. But much like in nature, the seasons change. No two summers are alike. When a Maiden dies, her power leaves her body and seeks out a new host, ensuring that the seasons are never lost, and that no individual can hold on to that power forever." Glynda replies.

"What about the Guardian's power?" Pyrrha asks.

"The Maiden's power and the Guardian's are very different from each other." Qrow replies.

Glynda nods. "At first, the only thing that was certain was that the powers were specifically passed on to young women. But as time went on, it was discovered that the selection process was much more... intimate." She explained to Pyrrha.

Pyrrha seems confused and concerned about that last part. "Intimate?" She asks.

"As we understand it now, when a Maiden dies, the one who is in her final thoughts is the first candidate to inherit her power." Glynda explained.

"But the Guardian... Now that is where things get intense." Qrow says. "Unlike the Maidens' powers, the Guardian possesses a dude. It doesn't matter if it enters someone good or evil. If it senses immense power, it will go to him. Of course, it can only choose it's host once it's previous host is dead." He explains.

"The Guardian requires a host that's powerful. It's mostly men who are more powerful than the people they are close with." Glynda adds.

"Why tell me all of this now? Why not wait until I've graduated?" Pyrrha asks, scared.

"Honestly, we've run out of time. I don't know if you've not noticed, but things are getting a lot scarier out in the world. Tensions are high. Grimm are growing stronger, more prevalent. And it's not going to be long before the peace we've been enjoying for so long goes out the window." Qrow answers.

"You're not talking about a war?" Pyrrha asks, concerned about what Qrow meant.

Ironwood looks back at her to reassure her and says, "Not a war between nations."

"We can fill you on the details once we know that you're with us. For now, all you need to know is that one of the Maidens has been attacked. And for the first time in history, part of her power was stolen." Qrow adds.

A humming of electricity is heard as the group comes to their destination at the end of the hallway: A large machine with lit screens hooked up to two rectangular pods, one of which is upright to show through the glass window a young girl dressed in minimal clothing with a burn scar over her left eye and across her face.

"Is that..." Pyrrha says, trailing off.

"The current Fall Maiden...Amber." Ozpin continued what Pyrrha said.

As Pyrrha looks at Amber in worry, she looks back at her teachers, Ironwood and Ozpin. "If this is the Fall Maiden...Where is her Guardian?" Pyrrha asks. "I-Is it you, Professor?" Pyrrha asks Ozpin, who looks down.

"In a way, yes. I am her guardian. And so is Qrow, Glynda and the General. But her actual Guardian...is dead." Ozpin replies.

Pyrrha's eyes were wide in shock. What happened to the Guardian?

"He died trying to save Amber, if that's what you want to asks." Qrow says to Pyrrha. "So now, the Guardian's power is either still out there, looking for a host...or he's already found one. And if he already has, none of us have a clue of who would this Guardian be."

* * *

Ben is walking around the stands from below the arena. He's with his team as they talk about Ben's success at the fight...and why he was the one chosen instead of Yang.

"I still think Yang should take my place in the singles." Ben says. "I mean, she was supposed to be the one fighting in the doubles round."

"Yeah! I mean, we still won, but something seemed strange. How come you and Yang were switched out?" Weiss asks.

"I guess somebody probably screwed up the list and got Ben there instead of me." Yang adds. "Still, since we still haven't figured out why Ben is my replacement, let's just go with it. People like him, anyway." Yang added.

Ben cups his chin in thought.

Blake puts away her scroll after reading a message from it. "Guys, Scarlet texted me. He said Sun and Neptune's battle is about to start." Blake says to her team.

"Yeah. How about we relax our heads and just watch the dorks fight? Okay?" Ruby suggested.

"Sounds good." Weiss replies.

Yang nods. "I'm in." She says.

"What about you, Ben?" Blake asks.

Ben is still in thought. He then looks back at his team. "You...guys go on ahead. I need to go...train for the singles round." Ben replies.

"Okay! Good luck!" Ruby says as she, Weiss and Blake head off. Yang stayed and looked at Ben. She thethen elbows his side, catching his attention.

"What did I say about frowning?" Yang says to Ben.

Ben looks at her for a while. He really wished it was Yang who fought there instead of him. She deserves recognition. He then smiles at her. "Turn it upside down." Ben replies.

"That's the spirit! Now I'm gonna go ahead and watch the dorks." Yang says and kisses Ben's cheek, leaving.

"Hey, don't try to look at Sun's abs a bit too much." Ben jokes.

"Oh please. The day I try to chase a different guy is the day I lose an arm." Yang also joked. "See ya around, hot stuff."

Ben waves goodbye as Yang left. He then looks back down and turns around to walk away... and suddenly bumps into Velvet, who was backing up to try and take a photo of something. "Oh! I'm sorry, Velvet! I didn't see you!" Ben says.

"Oh it's okay! I was being clumsy again." Velvet replies.

"So what are you doing there?" Ben asks.

"Trying out my camera. Here. Look." Velvet says and shows Ben what she just took a picture of...

...And it's just an image of Nora's back with Magnhild on it. It seems poorly angled, as if Velvet mistakenly took a picture of the hammer instead of Nora herself.

"That's... neat." Ben lied.

"Thank you! I've been practicing... Oh! Would you mind if we take a selfie?" Velvet asks.

"Uhhh...Yeah! Sure! Just...make sure you put a caption that says we're just friends... or else Yang will kill me." Ben replies.

"Well, I was hoping if you'd do something for me..." Velvet shyly says.

Ben raises a brow. "Ummm, sure." Ben replies.

"Could you turn into Water Hazard for me?" Velvet asks.

"Him? Why?" Ben asks. He knows he has cooler aliens. He wonders why Velvet would want Water Hazard. He assumes she wants to take a selfie with Water Hazard. Still, it doesn't change the question.

Velvet actually blushes and began feeling shy again at Ben's question. "He...holds a special place in my heart...He's the first form I saw you use...and you protected me from Cardin with him." Velvet replies.

Ben realized and remembered after Velvet says her answer. He does remember all that. He feels stupid now. "Sure! Sure! Hang on." Ben says and fiddles with the Omnitrix. Once he finds Water Hazard's icon, he slams down the Omnitrix and turns into the alien itself.

Velvet looks at Water Hazard. It may have been only a few months now, but she feels nostalgic for the alien she's looking at. She really owes Ben, and Water Hazard, a lot. "Thank you! Now let's take a picture." Velvet says and readies her camera, which she holds in a way that would face her and Water Hazard.

"Say 'Alien'." Water Hazard says, doing a peace sign while looking at the camera.

"Alien!" Velvet says happily and her camera flashes. Once she looks at the picture, it was perfect. It's her smiling with Water Hazard, who, despite having no moving lips, looks like he's smiling due to the way his eyes look. "Oh, thank you so much, Ben! I wish you luck in the tournament!" Velvet says.

Water Hazard taps the Omnitrix symbol on his chest and turns back to Ben and smiles back at Velvet. "Thanks!" Ben replies, scratching the back of his head.

"Oh! Do you mind if I take another picture of you in alien form?" Velvet asks.

"I have time. So yeah! Which form do you want?" Ben asks.

"Hmmm...What was the name of your fire form again?" Velvet asks.

Ben crosses his arms, smiling. "Heatblast. One of my favorites." Ben replies.

"Can I take a picture of him?" Velvet asks.

"Sure! Hold on." Ben replies and starts fiddling with the Omnitrix.

* * *

Cinder just finished testing her nanite weapons as she reforms her arm back into it's normal state. "I could get used to this." Cinder says, looking at her right arm that's glowing with nanite circuitry designs.

"How come Alpha didn't give us nanites? That's so unfair." Mercury complained as he plays a vide game while lying down on his bed.

"Didn't you listen when Alpha explained to us? He said only Cinder can handle that much power because, as of now, she has half the power of a Maiden. Any other normal person would turn into a mindless monster." Emerald scolded Merc.

"Yeah, but can you imagine what I can do if I had giant robot legs?" Mercury says.

"Both of you, quiet." Cinder says to the two. "Right now, shouldn't you be going, Mercury?" Cinder says.

"Right. Right. Just thought I'd relax a bit before facing the weaklings." Mercury replies, getting up.

"Benjamin Tennyson is no weakling. Alpha has warned me about his power. Don't let your guard down." Cinder scolds him.

"Yes, ma'am." Mercury replies.

* * *

"Now, for the moment you've all been waiting for! The one-on-one finals!" Port announced throughout the entire arena.

Ben is right in the center, along with a few other people. Some of them include Sun, Mercury, Pyrrha and Penny.

Pyrrha is still down at the moment. She doesn't feel right about... earlier. She sighs as everyone continued to cheer.

"Barty! Why don't you explain the rules?" Port says to his co-host.

"Ah, it's quite simple, Peter. Instead of a bracket system, each round of the finals will be randomly determined _immediately_ before the match takes place!" Oobleck replied.

"Much like any good hunt, there will be zero time to prepare!" Port adds.

"Ah, yes, yes! Now, let's see who our first match will be!" Oobleck agreed.

The energetic doctor points out to the screens above the stadium as the roulette starts spinning, this time for competitors instead of biomes.

As the randomizer kept rolling, Cinder sits back down on her seat, ready to watch the fight. She smiles as she knows what the next match will be.

The randomizer is done picking. "Benjamin Tennyson of Beacon! VS Mercury Black of Haven!" Port announced.

"Whoooo! That's my boyfriend there!" Yang cheered.

"Break a leg, Ben!" Ruby cheered as well.

As the other combatants start to leave the stage, with Ben and Sun fist bumping and Ben and Penny doing a high five, Ben faces off against what we can only assume his rival in this story: Mercury Black.

"You know, I noticed you and I have nearly identical voices." Ben says to Merc.

"Yeah. Noticed that too. But that's where our similarities end." Merc replied.

Ben smirks and crosses his arms. "Yep. I'm a much better fighter than you." Ben taunted.

Mercury shook his head in amusement. "You wish." He taunts back.

Ben then activates the Omnitrix, scrolling through his forms and wondering who to pick. Since Mercury is a close combat fighter with very effective ranged attacks, he'll need someone to even the odds.

Mercury himself prepares himself. Ben's unpredictable with the ammount if forms he can turn into. He'll have to adapt fast or else Ben will beat him...

...but getting beaten is part of the plan.

The DJ sets up the music for the fight and picks "The Only Thing I know For Real". Everyone gets pumped.

"3...2...1..." Port says through the mic. "Begin!"

Ben slaps down the Omnitrix and turns into Diamondhead. He enlarges his right fist and goes to punch Merc, but Merc spins around and does a kick that would have Diamondhead's fist meet with his foot. The resulting clash created a shockwave that can be felt by the audience.

Diamondhead backs away from Mercury and begins to fite his diamond shards at him. Mercury merely dodged his attacks as he ran to his left and charged at Diamondhead, who starts kicking. Diamondhead managed to block all his attacks, but even though he can withstand the blows, he can't attack back as Mercury keeps pressuring him with his attacks.

He takes a risk as he stops blocking and takes an attack to his face, but this gave him the chance to grab Mercury's foot and throws him outside the arena. However, before he could fall off the stage, Mercury saves himself by firing his boots downward, with the recoil of his guns causing him to fly back up onto the stage.

However, when he comes back, Diamondhead is gone. Mercury looked around and saw no onone in the stage but him. Suddenly, he felt something pounce on his back and struggles to get it off him.

To the audience, it looks like there's nothing on Mercury's back...

...until it reveals itself as ChamAlien, who just turned visible as he kept hanging on to Merc's back. Mercury manages to grab ChamAlien and throws him in front of him and fires two shots at the dazed alien.

ChamAlien dodges the shots and rolls to his side to slap the Omnitrix symbol on his chest. He switched to Kickin Hawk and charges right at his opponent. Mercury and Kickin Hawk ended up fighting in close quarters, neither being able to overpower the other.

However, Kickin Hawk managed to hit Mercury in the face and gut, sending him flying away from him.

Mercury managed to recover and began to change his tactics. He starts shooting his foot out in every direction, each kick into the air accompanied by a silvery blast that are barely even aimed at Kickin Hawk. Kickin Hawk then slaps the Omnitrix symbol on his chest and switches to Fasttrack. The two then kept fighting with their martial arts prowess as the shots Mercury fired kept circling around them. However, Mercury managed to kick Fasttrack upwards and then kicks him back to the ground. He then backflips away as the circling shots all converge and drop on Fasttrack. The shots all explode into white dust as Fasttrack turns back to Ben.

Ben's aura is nearly at his limit. And his Omnitrix was already drained by multiple transformations in a row.

Mercury looks at his opponent in disappointment. He dusts away his shoulders and turns around, walking away from Ben.

Ben tries getting back up, but falls back down. How did Mercury have such power? He needs to win...for team RWBY.

And for Beacon.

He clenches his fist as he goes for his trump card.

* * *

General Ironwood was at the stadium too, watching the students fight. However, he just saw what Ozpin claimed to be one of his best students get defeated. That seemed disappointing.

Still, the technology Ben has. It's something he's never seen before. Maybe he can study it and weaponize it.

However, everyone watching, including Ironwood, gets surprised as Ben's aura suddenly goes back to 100% and Ben starts glowing.

* * *

Mercury looks back behind him and sees his opponent, who is glowing with green energy. When the glow disappears, he sees Ben...

...but different.

This sight is familiar to team RWBY. The familiar black helmet with a green tinted visor. His main outfit with a black bodysuit, over which he wears a long black coat. His black gauntlets with green highlights on them.

Ultimate Ben. However, he has an eerie black energy coursing through his body, creating a dark outline on his body like an aura.

* * *

Ironwood can't believe what he's seeing. Or rather, he can actually believe it. He just didn't expect this. "He's the Guardian." Ironwood says to himself and immediately stood up, heading somewhere.

* * *

"You're still standing, huh?" Mercury mocks.

"Hehehe..." Ultimate Ben chuckled. For some reason, Mercury felt chills on his body when his opponent laughed. "I'm surprised _you're_ still standing." Ultimate Ben mocked back.

"What do you mea–?" Mercury tried asking... until Ultimate Ben is suddenly in front of him and punches him in the gut once...

...and his Aura is completely depleted! The blow also sent Mercury flying, landing back down on the stage after a short while.

"Whoops. My bad. You weren't standing, after all." Ultimate Ben mocked again and began to laugh maniacally.

This unsettled the audience, who were previously happy.

Something isn't right with the one they previously rooted for.

* * *

A sleeping Beowolf wakes up once it sensed something sinister in the coliseum. And so did the other Grimm as they all look at the floating structure.

One of the Beowolves' eyes glow orange...

...as nanite circuitry courses through its body. It howls as it sensed negativity in the area.

This is a sign that Alpha was here.

* * *

"You're sure?!" Qrow yells at Ironwood as the two, along with Ozpin and Glyna, are in Ozpin's office.

"I know what I saw. He had the same chilling Aura around him...Just like Noir." Ironwood replies.

"But that's my niece's boyfriend! We can't have him–" Qrow complained.

"Qrow." Ozpin interrupted. "This is desperate times. We must put our personal feelings aside...You are the closest to the boy...Try convincing him."

Qrow looks down. "Alright..." He replies reluctantly.

* * *

Ultimate Ben suddenly falls over and turns back to Ben.

"Ummm...Ah! Yes! The winner is Benjamin Tennyson!" Oobleck announced. "Someone make sure the two young men are alright..." He adds.

RWBY were worried for Ben, especially Weiss and Yang.

As medics all enter the stage to take Ben and Merc away, everyone in the audience are a bit terrified of what Ultimate Ben just did: To be able to deplete someone's aura fast and his laughter that can scare grown men.

However, everyone was not aware of the medics that picked up Mercury were a disguised Cinder and Neo.

Cinder and Neo take Mercury to a stretcher and takes him to a ship.

Ben is also put on a stretcher as he is still unconscious, with team RWBY going over to him, worried.

* * *

"Oh god. I think he punched my lunch back in my throat..." Mercury says as he clutches his stomach in pain from Ultimate Ben's attack.

"If you throw up on me, I'll kill you." Emerald warned her partner.

They're currently in an emergency airship with the still disguised Cinder and Neo. "I did not expect it would go down that way...but surprisingly, it actually helped our plan." Cinder comments as she and Neo pilot the ship.

Neo doesn't seem to be smiling, for some reason.

It must be Ben she's worried about. "Cheer up, Neo." Cinder says to her, causing Neo to look at Cinder. "He'll be yours soon. I promise that." Cinder adds.

Neo blushes and actually smiles...

...but her smiles is out of lust, not love.

* * *

In one of the airships of Ironwood, everyone on board has already been turned into ashes after getting their life force sucked out of them. Only their clothes remained.

Alpha floats around the hallways of the ship as he searches for what he's looking for. "Hmmm...Maybe Neo knows where it is. No matter. I've taken care most of the opposition. I shall wait for sister's instructions." Alpha says to himself and transformed back into his Atlesian Knight disguise.

"Blue Two, daily status report. Are the skies clear? Over." The radio in the ship says. Alpha goes to tap on the button to respond and uses the voice of one of the people he absorbed.

"Roger that, Blue Four. The skies are clear...Very clear." Alpha replied as he looks out the window. More specifically, at the other ships in the sky. "...Over." Alpha added.

"Copy that. Keep guard, Blue Two. New orders from the General states that Grimm may be coming so keep watch. Over." Blue Four says.

"Don't worry, Blue Four." Alpha replies as he keeps looking at the other ships. "Should it happen... we will clear out the skies...Over." He replies, foreshadowing what he and his allies plan to do.

* * *

 **To be continued...**


	43. Guardians and Maidens

**Back! Man, that's a lot of positive reviews! And yes, I made Yang do that joke on purpose as foreshadowing. I am evil. Mwahahaha! Oh and uhhh, I just wanna remind people that I am not a dude. I am a woman. A single mother, in fact. I'm saying this because a lot of people kept calling me "bro" or "dude" at the reviews. Just wanted to make things clear.**

 **With that said, let's read.**

* * *

At a hospital room, Ben is still unconscious as Ruby, Weiss, Blake and Yang are all around his bed, worried for him. Most especially, Yang.

"Think he's gonna be okay?" Ruby asks.

Blake looks at Ben for a bit and looks down. "He's Ben. We've seen him go through worse." Blake tried to stay positive.

"But...what if this _is_ worse?" Weiss asks. Everyone was silent again.

Yang sighs. "We've seen him use Ultimate Ben before... but this is the first time he went unconscious after transforming back from him. Something doesn't feel right." Yang comments.

Suddenly, they all hear a knock on the room. Ruby goes to open it and is greeted by team JNPR. "Is Ben okay?" Jaune asks. Ruby then lets them in.

"Doctors say he's stable and didn't actually have any injuries. He's just...unconscious." Ruby responds as the second team goes to sit on the vacant seats.

"We haven't seen Ben turn into that before. Have you?" Ren asks. Team RWBY nod their heads in response.

"We have. During training. But he never becomes unconscious whenever he turns back to normal." Weiss replies.

"Sure hope Ben will be alright. He needs to represent your team. Then again, Pyrrha could just do it for him." Nora says.

"Too soon, Nora." Ren responds to his ginger friend.

Pyrrha didn't hear it. She doesn't seem to be paying attention. She's thinking about...

...her teachers' offer.

* * *

 _Earlier..._

"I'll do it." Pyrrha says to Ozpin, Qrow, Glynda and Ironwood. "If you believe that this will help humanity...then I will become your Fall Maiden." She says as the others silently turn to each other with wary faces. "That's what you wanted, isn't it?" She asks.

"It is, but I'm afraid it's not that simple. Given Amber's condition, you won't be able to inherit her power naturally. However, General Ironwood believes he has a solution." Ozpin explained.

Ironwood looks at Pyrrha to explain. "For the past few years, Atlas has been studying Aura from a more scientific standpoint; how it works, what's it made of, how it can be used. We've made... significant strides. And we believe we've found a way to capture it." He says.

"Capture it and cram it into something else." Qrow says as he gestures to Pyrrha, who takes a second to realize what that means. "Or in your case ..."

"That's–" Pyrrha says.

"Classified." Ironwood interrupted.

"–wrong!" Pyrrha continued anyway.

Glynda glares at Ironwood. "The feeling is mutual." She says to Pyrrha then looks back at the young girl. "But desperate times call for desperate measures."

"And these are indeed desperate times. We can't transfer Amber's power to you, but we can give you what those powers are bound to." Ironwood says.

"... Her Aura." Pyrrha realized.

Ozpin nods and says, "Her life would become intertwined with yours. The question is..."

"What's that going to do to you?" Qrow continued.

Pyrrha has no idea. Instead of responding, she just touches the glass on Amber's stasis pod and looks at her in pity, fear and sorrow.

* * *

 _Currently..._

"Call us when he wakes up." Jaune says to team RWBY as he closes the door and him and his team left.

As the whole team JNPR all walk through the hallways, Pyrrha seems down and while Nora and Ren are busy arguing, Jaune noticed the look on Pyrrha's face.

"Hey...You okay?" Jaune asks his redhead friend.

Pyrrha didn't respond. Jaune is confused and concerned about Pyrrha. Maybe he needs to do something.

"Hey, how about we all get some fresh air?" Jaune suggested.

* * *

Team RWBY reluctantly left Ben's room after a doctor and some nurses enter his room and requested to be left alone a bit as they will see Ben's condition.

"I hope they fix him up. I'm worried about him." Ruby says to her team. They're all just outside Ben's room.

"We're all worried, Ruby. But this is Ben we're talking about. I'm sure he'll be back." Weiss says and Blake agrees, nodding.

It was silent again. No one spoke as they just waited for the doctors to tell them to go back in.

"...How about you guys go get us smoothies... Maybe Ben will wake up if he smells one." Yang joked, despite her worry.

The other girls all look back at Yang...and smiled..They're happy to see Yang is being strong for her boyfriend.

After Ruby, Weiss and Blake left, Yang remained leaning on the wall near the door to Ben's room. She's looking at her scroll with a picture of the whole team RWBBY.

Ruby is sticking her tongue out at the camera. Weiss is looking at Ruby, disgusted. Blake has her arms crossed, sighing. Yang is doing a peace sign at the camera. Ben is behind them, smiling and looking at the camera.

Yang smiles and chuckles at the photo. "What a dweeb." Yang says, referring to Ben.

"Is he now?"

Yang didn't even turn her head to the side. She recognizes the voice. "Hey, Qrow." She merely says.

"Hey there, Firecracker." Qrow says as he approaches his niece. "How's your dweeb?" He asks.

Yang puts away her scroll and wipes away her tears. "He won himself to sleep." Yang jokes.

"You seem to hang out with him too much to be this humorous." Qrow points out.

"I'm funnier than he is." Yang replies.

After an awkward silence, Qrow decides to ask something. "So...is your boyfriend just loves an evil laugh...or is he crazy?"

Yang looks down. "He doesn't like those kinds of laughter..." Yang replies.

"Crazy. Got it." Qrow retorts.

"Can you not? Right now?" Yang asks.

"I'm your uncle, so...no." Qrow jokes.

Yang sighs and decides to change the subject as she looks up at the ceiling. "I saw my mom." She says, surprising Qrow. "I-I was in a lot of trouble. Took a pretty hard hit. But when I came to, the person attacking me was gone. And I thought I saw... her. Her sword, like the one in you and dad's old picture."

Qrow chuckles a bit. "At least you're not as crazy as your boyfriend...That was your mom, all right. Let me guess - she didn't say a word, did she?" Qrow asks.

"How do you know that?" Yang asks, finally looking at her uncle.

"I don't see my sister very often, but she does try to keep in touch... whenever it suits her." Qrow replies as he paces back and forth.

"You mean you talk to her? That was real?" Yang asks.

Qrow nods. "Yeah, she found me. Had a tip from my most recent assignment and wanted me to give you a message." He says to his niece. "She wanted me to tell you that she saved you once, but you shouldn't expect that kindness again. Raven's got an interesting way of looking at the world that I don't particularly agree with. And she's dangerous." He continued... but then smiles at Yang. "But you're a tough egg, kiddo. And so is your boyfriend. If you two are as strong as you claim to be, you shouldn't let his condition bring you down. I think it's time you move on."

"Move on? From what?" Yang asks.

"Well... Raven let some info slip before she took off. If you ever wanna track her down, I think I might be able to help." Qrow suggested as Yang looks at him.

He has her full attention now.

* * *

Ben finally wakes up. As he slowly opens his eyes, he rubs his head in pain. He doesn't feel anything bad in his body. His head aches, but it disappeared after only a few seconds.

However, once he sits up from his bed, he gets shocked at the sight of QrowQrow, leaning on the door, looking at him. "Gah! Unlce Qrow! What...are you doing here?" Ben asks. "And where exactly is 'here'?" He asks.

"Your team left to eat...And it's been decided that Yang will replace you in the tournament because of your condition." Qrow responds. "Also, you're in an emergency room." He adds.

"Oh...Okay...But you still didn't answer my first questio–" Ben tried to say.

"We need to talk." Qrow interrupted.

Ben noticed Qrow's tone. He's serious. and whatever they might talk about, it must be serious too. He might as well oblige.

"You just fell unconscious, right? That means you can stand up." Qrow points out. Ben nods. "Good. Follow me." He adds.

* * *

"I'm... a what?" Ben asks Ozpin, Qrow, Glynda and Ironwood. They're back in Ozpin's office.

"We've already told you two fairy tales that are true and also explained what you are. We are not really fans of repeating ourselves." Qrow retorts.

"But this is all too much to take in all at once!" Ben replies.

Glynda sighs. "We know. But you must understand that you are playing an important role here, Benjamin." Glynda says to the Omnitrix wielder.

"We only have half the power of the Fall Maiden. Without her Guardian, she's partially defenseless." Ironwood explained.

"But how come I never noticed I got this...power?" Ben asks.

"How, indeed...That form of yours. The one you used to defeat Mercury Black. What was he called?" Ozpin asks.

"He's Ultimate Ben..." Ben replies.

"That's a dumb name." Qrow says and earned an elbow to his side by Glynda.

Ozpin nods at Ben. "Can you explain the nature of his...species?" Ozpin asks.

"He's actually human, like us. But he's a part of my semblance. I have the ability to hyper evolve my forms and myself. Hyper evolving my forms means they are put in a simulation of a million year civil war and are forced to evolve in harsh conditions." Ben explained.

"A million year war simulation?" Ironwood asks. "Then...in that case...if you hyper evolve yourself... you'd be put in the same simulation... That would explain why."

"What do you mean?" Ben asks.

"That would explain your immense amount of strength. You, a human, put through a million year war would result of a hyper evolved human with heightened abilities and immortality, given the fact that you actually remained youthful despite being in at war in a million years. You were likely strong enough to not notice the Guardian's abilities transfer to you." Ironwood explained.

"It may have been coincidence that you transformed into your Ultimate self right at the very moment the Guardian's abilities transfered to you, so you didn't notice." Qrow adds as he finally gets it too.

"Only one problem... My...Ultimate form is...insane." Ben responds.

"...Huh. I knew he was crazy." Qrow retorts.

"What do you mean by that?" Glynda asks.

"Well...hyper evolving myself for a million years might have caused me to lose my mind within those years. Now whenever I turn into him, I barely have control over my actions." Ben explained.

"This is bad...The Guardian's power is known for trying to take over it's host...If you use that power while hyper evolved...You may become unstable." Ozpin deduced.

"Then we must teach you to control your Guardian abilities while in your normal state. We can't risk combining your insane mind with the parasitic symbiote like power of the Guardian." Ironwood suggested.

"This...is...really too much to take in all at once..." Ben says.

"Then for now, be at ease. We still...have to do something. Until then, you must think about being the Guardian of the Fall Maiden." Ozpin says.

Ben sighs.

 _Why am I always the "Chosen One" in these situations...?_

* * *

In the twilight, Pyrrha sits alone outside thedining hall, head bowed as the wind rises. She sees the air blow a single orange leaf onto the cobblestones at her feet, and she looks at the fall colors with a face of total fright, remembering the sight of Amber in her comatose state and the choice weighing her down _._

"Hey."

Pyrrha turns her head up to see her smiling friend, Jaune, with a large cone of cotton candy. "I-It's no green goop, but I think it still might do some good." He says.

Pyrrha stares at the offered treat while she comes back to the real world before hesitantly taking it. "Um, right. Thank you, Jaune." Pyrrha replies.

Jaune's beam fades as he sees her still-tormented face, and looks to the far end of the building as Nora and Ren come around, the latter carrying a cotton candy, a tub of popcorn, and a drink to sip on.

Nora knows what's happening right as she sees it and gestures to her distracted friend. "Uh... come on, Ren. Let's go back to the fairgrounds. I'll win you another stuffed animal." Nora says as she drags him away from Jaune and Pyrrha's private scene.

Jaune looks back to Pyrrha and takes a seat next to her. "You were the first person to ever believe in me, you know that?" Jaune says to his friend. He manages to get her to look at him as he laughs in sadness to himself. "Even when I told my parents I was going to Beacon, they told me not to worry if I ended up having to move back home. How depressing is that?" He adds.

Pyrrha felt pity for Jaune. "I'm sure they didn't mean–" She tried to say but her sorrow becomes surprise, eyes widening and dropping the pink fluffy snack as she realizes Jaune's hand is placed upon hers.

"I guess... I'm just trying to say that... you've always been there for me... even when I didn't deserve it. And I can tell there's something on your mind, so... I don't know. How can I help?" Jaune asks, smiling.

As her astonishment melts away into contentment, Pyrrha leans over and places her head in a startled Jaune's shoulder, closing her eyes, smiling. "You're already doing it." Pyrrha replies

Jaune quickly matches Pyrrha's smile with his own, and the two stay there for a long moment, but as an additional autumn leaf joins the first, Pyrrha's expression darkens once more.

"Jaune..." Pyrrha says as she gets up from her nestling.

Jaune looks at her with curiosity and says, "Hmm?"

Pyrrha suddenly takes her hand out from his, looking away. "I don't know what to do." Pyrrha says.

"W-What do you mean?" a confused Jaune asked.

Pyrrha glances up as she wonders what to say. She then thought of something. "Do you believe in destiny?" Pyrrha asks.

Jaune is a hit taken aback and responds, "Um... I-I don't know. I guess that depends on how you view it."

Pyrrha then starts to explains her opinion as the wind blows the two leaves away. "When I think of destiny, I don't think of a predetermined fate you can't escape. But rather... some sort of final goal, something you work towards your entire life."

Jaune nods and could understand what she meant. "Okay. Uh, yeah. I can see that, sure." He replies.

Pyrrha, however, is still struggling to find the right words as she glances at him. "Well... what would you do if something came along that you... never expected? Something that had the potential to stand between you and your destiny?" Pyrrha asks.

Jaune seems getting more confused. "Like what?" He asks back as he looks at Pyrrha with worry.

Pyrrha just starts barreling on in stress. She really can't tell Jaune. But at the same time, she wants to tell him. But how?

"Or what if you could suddenly fulfill your destiny in an instant, but at the cost of who you were?" Pyrrha just rambled on.

Jaune leans over and attempts to place his hand on his friend's shoulder. "Pyrrha, you're not making any sense." Jaune pointed out.

However, Pyrrha stands up away from his touch, holding herself as if on the verge of tears and yells, "None of it makes sense! This isn't how things were supposed to happen!"

Jaune gets up as well, spreading his arms in confusion. "I'm sorry! Please, I-I'm just trying to understand what's wrong." He pleaded.

Pyrrha looks down, on the verge of crying. "I've always felt as though I was destined to become a Huntress - to protect the world... and it's become increasingly clear to me that my feelings were right. But..." She says and turns to look at Jaune. "...I don't know if I can do it."

"Of course you can." Jaune says, almost as if he feels he's right. "The Pyrrha Nikos I know would never back down from a challenge. And if you really believe it's your destiny to save the world..." He says as he moves towards her, confident in his answer. "...you can't let anything stand in your way."

However, despite Jaune's intentions, this doesn't bring relief. Instead, Pyrrha looks absolutely shattered, covering her mouth as she begins to sob.

"Pyrrha?" Jaune asks, worried about her and himself, thinking he said something wrong.

Pyrrha turns away, face still in her hands. "Stop..." She simply replies.

Jaune continued to approach her and says, "Did I say something wrong?"

" **STOP**!" Pyrrha yells and holds her hand out, a black energy surrounding it as she unintentionally uses her Semblance to push Jaune's armor and its wearer into the dining hall column. He weakly watches her from his spot above until she opens her eyes and realizes what she's done.

"Jaune!" She yells worriedly. She lowers her hand and lets him fall to the ground, finally letting the tears come as he looks up. "I'm... I'm sorry..." Pyrrha cried as she runs away.

"Pyrrha, wait!" Jaune yells, his outstretched arm doing nothing to stop her from running away, and he faces the ground, cotton candy still discarded beside him. "What did I say?"

* * *

Pyrrha continued to run away. She ran. She didn't care where to go. She doesn't know where to go. She just ran, crying.

But her tears seemed to have reduced her vision for a while as she accidentally bumps into Ben, who was just passing by. The two accidentally fall, with Pyrrha on top of Ben.

As the two recover, Ben noticed the tears on Pyrrha's face. "Pyrrha? You okay?" He asks.

Pyrrha just looks at Ben...and broke into tears as he buried her crying face into Ben's chest. Ben didn't know what to say or do as Pyrrha kept crying.

So he just hugs her, attempting to comfort her.

* * *

"See ya guys later!" Ruby says to Weiss, Blake, Yang and team CFVY as she leaves the snack bar. She headed back to the arena to go watch the next fight, a bit excited.

Despite everything that's happened, she's smiling widely, looking around at the assembled crowds... until her stupefied eyes see a familiar, glaring face on the other side of the arena: Emerald.

"Emerald's here? But I thought she was with Mercury in the hospital?" Ruby asks herself.

As if sensing she's being watched, Emerald leans forward to glare at Ruby, who suddenly gets up with a worried expression and runs towards the exit tunnel. Checking to see if no one's around, she enters a door labelled with a yellow maintenance sign and finds herself inside of the Colosseum.

As she walks in the hallways, she can hear the announcers saying something about the next match. However, she stops in her tracks when an Atlesian Knight with red markings walk in from a different tunnel in the hallway.

But she's surprised even more when the AK robot suddenly looks at her. "Ruby Rose. 15. Hails from Patch. Leader of team RWBBY. Status: About to die." The robot says.

"Wh-What?" Ruby asks.

She's surprised further when the robot suddenly shapeshifted into Alpha. "What's wrong, young Rose? You look like you saw a demon." Alpha said, scaring her.

Ruby has no idea what this thing is. But considering it wants her dead she'll have to defend herself. So she grabs Crescent Rose and–

...Wait.

Ruby noticed she doesn't have Crescent Rose on her.

Alpha didn't have a mouth. But if he did, he'd be smiling creepily right now. "I have met your friend, Penny. I hear she'll be facing Pyrrha Nikos." Alpha says.

"No..." Ruby whispers to herself.

Alpha then transformed his right arm into a giant blade that resembled Rex Salazar's own BFS. "En garde." Alpha mocked as he starts the buzzsaw feature of his sword.

Ruby looks at him in horror and fear.

* * *

 **To be continued...**


	44. Ragnarok

**Thanks so much for the support, guys! I love all your reviews. I hope I can keep entertaining you guys with this story. And I'm sure a lot of people have wondered why Yang and Ben's ship seemed rushed. Well, that was intentional. Because I will have a story arc explaining how they got together so fast. At least, it's fast for normal humans and faunus. But to them, it was an adventure of a lifetime.**

 **And Ultimate10-sama, I made up the Guardian legend. It was inspired by your original spell, the Entrapment, which was used by a canon character, Jellal. I made the Guardian as an original legend that would make Ben fit here. So yeah!**

 **With that said, let's read.**

* * *

Professor Ozpin walks back to his desk and pours himself a drink from his teapot as he watches the Vytal Festival Tournament's roulette system deciding the next match. He wonders if this fight will win back the crowd. Especially after what happened with Ben Tennyson.

"It looks like our first contender is...Penny Polendina, from Atlas! And her opponent will be... Pyrrha Nikos, from Beacon!" Port announced and is heard by Ozpin on his hologram screen. He sips his tea and prepares to watch.

* * *

Down in the arena of Amity Colosseum, Pyrrha is still looking hesitant and distracted while Penny politely salutes her opponent.

Penny has her hands on her hips in excitement. "Sal-u-tations, Pyrrha Nikos! It's an honor to finally meet you!" Penny complimented.

The troubled Pyrrha doesn't respond, looking at her hands as she clenches them in attempted determination.

"This is going to be so much fun!" Penny adds, not noticing Pyrrha's reluctance.

Pyrrha remembered her encounter with Ben earlier before she came here. She wonders...

...if he's right.

* * *

 _Earlier..._

Pyrrha continued to run away. She ran. She didn't care where to go. She doesn't know where to go. She just ran, crying.

But her tears seemed to have reduced her vision for a while as she accidentally bumps into Ben, who was just passing by. The two accidentally fall, with Pyrrha on top of Ben.

As the two recover, Ben noticed the tears on Pyrrha's face. "Pyrrha? You okay?" He asks.

Pyrrha just looks at Ben...and broke into tears as he buried her crying face into Ben's chest. Ben didn't know what to say or do as Pyrrha kept crying.

So he just hugs her, attempting to comfort her.

Minutes later, Ben is escorting Pyrrha to the docks to get a ship to get to the floating coliseum. However, it was a quiet walk as Pyrrha stopped crying but still seemed down while Ben didn't know what to say.

Attempting to break the silence, Ben says, "You and I had a bad day, huh? I mean, I don't know what happened with you... But I guess whatever it is, it's probably worse compared to mine..."

Pyrrha didn't respond, only listen. Ben felt bad now.

"Sorry... I guess, what I'm trying to say is that you need to go tell your friends about whatever problem you have, Pyrrha." Ben tried to reassure. "Unless this is some sort of important secret like me being a Guardian –" Ben says and stopped, realizing he made a mistake.

Pyrrha heard what Ben said and realized who she's with right now. Not just her friend, her soon to be Guardian.

"Sorry. I didn't mean to say anythi–" Ben tried to say...

...but Pyrrha interrupts and says, "You're... the Guardian?"

"Wait...You know?" Ben asks.

Normally, she's not allowed to tell anyone else. But since Ben is part of the legend too, she might as well tell him. "I...am the next Fall Maiden..." Pyrrha says to her friend.

"Oh...Wow...You and I are part of the legend, huh?" Ben replies then sighs. "Man, who would've thought?"

"I don't want this." Pyrrha says, surprising Ben. "I want to he a Huntress...To protect the world from evil...But not like this! This... This is such a heavy weight on my shoulder...I..." She says and seems like she's about to cry again.

"A heavy burden, huh?"

Pyrrha is surprised at Ben's sudden words. As she looks at him, Ben is just staring ahead. "You know, this isn't the first time I got such a heavy burden." Ben says. "Compared to the job given to us by our teachers now, I once had the heaviest weight to carry. You and I are tasked to protect the world...Well, how do you compare that to protecting the universe?" Ben points out.

Pyrrha's eyes widen in surprise at Ben's words.

"The Omnitrix once went into self destruct... and it was my fault. Now, I carried the weight of the whole universe. Whenever I transform, it increases the countdown of the self destruct. And the explosion is massive enough to destroy the universe." Ben says. Pyrrha is shocked even further.

"Ben, I...did not know..." Pyrrha replies.

"That's just half of it. Even when we got it fixed, I was still carrying the universe in my hands. I was given the duty of protecting the innocent from evil and to bring peace in every galaxy. All because I was given a device that wasn't even meant for me." Ben adds.

Pyrrha stares at Ben in both awe and pity. He's right. Compared to their current task, Ben once had a very hard duty. It's harder than what they have now.

"Pyrrha, what am I'm trying to say is...You may think that you don't want this path...Heck, I wanted to get the Omnitrix off when I got it...But sometimes, you need to walk down the path you don't want... and make the best out of it. Whatever path we choose, we make sure we do it right. Even if we never wanted this. I never asked for the Omnitrix. It just happened. So I just went with it...And look at me now." Ben pointed out.

Pyrrha looks down in thought. Is he right? Or is he just trying to stay positive? She doesn't know. Maybe...

"I...I will think about it... Thank you, Ben." Pyrrha says.

"Any time." Ben says as they stop walking, finally at the docks and just in time for a vacant ship to land. "Your rides here. Rip em apart, Pyrrha Nikos!" Ben cheered for her.

Pyrrha looks down...then looks back at Ben, smiling. "Thank you." Pyrrha replies and heads inside the ship.

* * *

 _Currently..._

Penny beams widely in anticipation, but Pyrrha is still looking around as if in a daze, though she manages a small scowl at her opponent, her weapons Miló and Akoúo already in hand.

At the seats, General James Ironwood calmly sits to observe the fight, while Nora and Ren cheer for their teammate. However, Jaune simply watches anxiously.

Emerald leans forward, ready.

"3,2,1– Begin!" Oobleck rapidly announced.

Suddenly, Penny is surrounded by her floating swords, gesturing them around to her command before launching a volley of them at Pyrrha, who runs towards them and leaps though or deflects each aimed blade. The swords fly into the air until they turn around and come back to the fight.

* * *

Inside the coliseum hallways, it was awfully quiet. Just walls and closed doors. No people or other employees.

But the silence was broken when a sudden blur of red zooms in and skids to halt. It was Ruby, running away from Alpha.

Ruby turns around and sees that she must've lost Alpa...or not, as Alpha comes in from where she came from, his giant nanite buzzsaw still active. Ruby then turns back around and ran. Alpha swung down his buzzsaw at Ruby, but she managed to run away before it hit her. Alpha then switched his buzzsaw/sword BFS with the Slam Cannon, the giant cannon that was also wielded by Rex Salazar. Alpha then uses the cannon and fires laser beams at Ruby. She managed to dodge some of them, but a blast hits just a bit of her red cape.

Ruby continued to run. She doesn't know how to deal with this. Especially since she doesn't have her own weapon. She goes to a room then closes and locks the door behind her. It's a reinforced door, so she hopes it can at least slow Alpha down.

However, she gest surprised when a glowing red mechanical axe suddenly pierces through the supposedly durable door, causing her to back away from it and look at the now pierced door. It's Alpha again, using the Bad Axes. Once Alpha discards the axe, he puts his fingers between the vertical slice that his axe made. He then pushes both sides of the slot away from each other, creating a hole. "Here's Johnny!" Alpha says, though he used the voice of one of the soldiers he absorbed.

Ruby is getting more and more terrified. What is this thing?!

* * *

Pyrrha, now having returned the shield to her back, twirls the javelin to block each sword swipe of Penny's, dropping her weapon when she needs to somersault away after being hit by a slash, only to magnetically return it to her hand as Penny readies another wave of blades.

"My word! What a tremendous display by miss Polendina!" Port commented and everyone agreed, as they all cheer for the two fighters.

Fully glowering, Pyrrha rushes forward and jumps on an incoming sword, swinging down on Penny, only to have the assault halted by a collection of blades, though she leaps away from the retaliatory slice as Penny backs away as well. She tries to defend against the multitude of swords with the length of her weapon, but is forced back regardless, prompting Pyrrha to roll the shield from her back onto her arm with her polarity.

Pyrrha isn't doing well, looking down to see her Semblance's black energy bend the weapons in her hands unnaturally for a split second. Emerald narrows her gaze further, continuing to concentrate on Pyrrha.

* * *

Ruby ran and dodged at the same time from Alpha's attack with the Blast Caster, a giant electrical whip. Ruby finally managed to reach a different door and opens it, finally out. Alpha, instead of chasing her, did not bother.

"Operation successful." Alpha says to himself and discards the Blast Caster then flies off.

* * *

Ruby comes out the door...and sees what's on the screen...

"Penny...No..." Ruby says and knelt down, in tears.

* * *

 _Minutes ago..._

Pyrrha spins wildly as she deflects and dodges each sword, until she gets close enough to Penny to deliver a few slashes with the spear, sending her flying back as Pyrrha bats aside the blades called to their wielder's aid. Penny slides to a stop and makes a new series of motions, the weapons folding up until she's circled by several laser rifles, a few of which open fire on the approaching champion. Pyrrha avoids the blasts and fights off the remaining swords with her xiphos until she slides into position to charge at Penny and knock her back. Pyrrha straightens with a victorious grin that disappears into dizziness, just as she sees Penny rocketing forward, weapons firing behind her like a jetpack so she can leap into the air, then come down as an energized meteor on her opponent.

Rolling back to her feet, Pyrrha doesn't expect a sword to knock her shield off, then another to do the same for her blade. She tries to get the later back with her magnetism, but has to use the power to send a flying sword back at Penny's side. It disappears behind Penny, only for her to grin and raise her arms as several appear above her, aimed to strike.

But suddenly, Penny's eight swords double, then triple, multiplying into an unreal thicket of blades. At the sight of this, Pyrrha unsteadily steps back. However, in reality, there were only eight swords, ready to go forth. But in Pyrrha's vision, there is a cloud of weapons that thicken enough to even block the crowds around her.

Penny sends them all forward, few in reality and hundreds strong in Pyrrha's mind, who is left with no choice but to spread her arms and send out a magnetized shockwave. Each blade is sent reeling back to Penny, who is also unintentionally affected by the Semblance attack. Pyrrha only has a brief moment to understand what's happening before Penny's arms are spread wide as she gasps, the strings attached to her own weapons curling around her left arm and midsection, which are crumpled by the force with the ease of an aluminum can.

...

...

...

Penny was then cut by her own strings. Her arm. Her body. Her head. All cut as they all fall on the ground.

* * *

"No!" Port says as he and Oobleck stand up in shock.

* * *

While the remains of Penny's missing arm spark with electricity from the exposed wiring inside, her big green irises, now looking like camera shutters, slowly expand so her dark, lifeless pupils take up most of her eyes with the sound of a machine shutting down.

* * *

Ruby continued to sob at the sight of Penny's destroyed body. She looks down as her tears all fall from her eyes.

* * *

Ben saw what happened in his dorm through the holographic screen. His eyes are wide in both horror and anger.

He clenches his fist so hard...

...it actually bled.

* * *

"Broadcast, what are you doing?! Kill the feed!" Oobleck ordered through his earpiece.

"Something's wrong! We don't have control over the cameras! We can't even stop the broadcast!" the Broadcast Op replied.

"What?! How is that possible?!" Oobleck asked.

In answer, the background behind the two teachers changes to the video feed of the sight before them, tinted an ominous bright red with a black queen chess piece hovering over the scene. They turn back to the arena as an unfamiliar, distorted voice rings out throughout the Colosseum and the rest of the world watching these events.

" **This is not a tragedy. This was not an accident. This is what happens when you hand over your trust, your safety, your children, to men who claim to be our guardians, but are, in reality, nothing more than men. Our Academies' Headmasters wield more power than most armies, and one was audacious enough to control both.** "

Ironwood, realizing who she's/he's talking about, grimaces and rises from his seat, marching up the steps.

" **They cling to this power in the name of peace, and yet, what do we have here? One nation's attempt at a synthetic army, mercilessly torn apart by another's star pupil. What need would Atlas have for a soldier disguised as an innocent little girl? I don't think the Grimm can tell the difference.** "

Pyrrha holds a hand to her mouth in dread as she continues to stare at the remains of Penny, eyes watering, a single tear falling.

* * *

Back in the fairgrounds, a gaping Weiss, a glaring Blake and a worried Yang watch the hacked screen of the Shopkeep's stall.

" **And what, I ask you, is Ozpin teaching his students? First a psychopathic student, now this? Huntsmen and Huntresses should carry themselves with honor and mercy, yet I have witnessed neither.** "

* * *

Ben is watching and listening the same broadcast on the same screen as he remains in team RWBBY's dorm with Zwei.

" **Perhaps Ozpin felt as though defeating Atlas in the Tournament would help people forget his colossal failure to protect Vale when the Grimm invaded its streets, or when one who claimed to be a god nearly destroyed it's homes. Or perhaps this was his message to the tyrannical dictator that has occupied an unsuspecting kingdom with armed forces. Honestly, I haven't the slightest clue as to who is right and who is wrong. But I know the existence of peace is fragile, and the leaders of our kingdoms conduct their business with iron gloves.** "

Zwei barks at Ben, causing him to turn around. Ben looks at Zwei for a bit...and thought of a plan. He goes to one of the drawers in the room and pulls it out...

...and he sees the Nemetrix.

"Boy. You go with with the girls, okay?" Ben says.

Zwei whimpers worriedly for his master. Ben then just picks him up and cuddles the corgi. "I'll be fine, boy." He reassured the dog. "Now, let's get you ready."

* * *

" **As someone who hails from Mistral, I can assure you the situation there is... equally undesirable. Our Kingdoms are on the brink of war, yet we, the citizens, are left in the dark.** "

* * *

Cinder and Alpha are together on a rooftop, with Cinder holding a scroll. She's speaking with a distorted voice using the nanites in her body.

" **So I ask you: When the first shots shots are fired... who do you think you can trust?** " Cinder ended and turns off her scroll then returns her voice back to normal.

* * *

"Alert. Incoming Grimm attack. Threat level: Nine. Please seek shelter in a calm and orderly manner." An automated announcer says throughout the coliseum.

The crowds begin to flee, wild and screaming, through the exit tunnels, while Ironwood enters the announcers' box and grabs the microphone from between Port and Oobleck. "Ladies and gentlemen, please. There is no need for panic." He says through the mic.

However, his warning was jinxed as a Giant Nevermore appears atop the arena's domed force field, giving a series of deafening screeches as it claws and pecks at the defense with its beak.

* * *

Alpha can be seen landing on a part of the docks and raises his right hand...

...a bunch of Nevermores fly down. They're about the sizes of cars, but something's different...

...they all have the same red circuitry design like Cinder's.

Alpha has infected some Grimm and turned them into EVO hybrids. "Come forth, my brothers. We shall bring them to their knees." Alpha says as some airships also started dropping in more EVO Grimm.

Beowolves with nanite claws. Ursa with projectile nanite spikes. Nevermores with nanite powered explosive feathers. Alpha's infected a lot.

He didn't actually kill the Grimm earlier at the forests. He replaced their life force with nanites. Now, he has complete control over some of the Grimm.

As some of the EVO Grimm all run to the school, Alpha stops some of the Nevermores. "Bring me the head...of Ben Tennyson." He ordered and the Nevermores he ordered fly off.

He then looks back at the flying airships he visited earlier. "Now...I promised Blue Four I'd clear the skies..." He says to himself and flies off.

* * *

In the headmaster's office, Ozpin is gripping his cane tight, watching the city come under attack with a horrified expression.

Suddenly, Qrow and Glynda run into the room, with worried expressions. "Oz!" Qrow yells.

"Get to the city!" Ozpin ordered.

Qrow felt reluctant, saying, "But–"

" ** _NOW!_** " Ozpin yells.

Qrow and Glynda exchange a look before going back the way they came.

* * *

Meanwhile, Mountain Glenn is almost silent, as every monster lurking there from Beowolves to Boarbatusks, Ursai and Nevermores, and even lumbering Goliaths with wide red eyes rush forward.

Not all Grimm were infected by Alpha...but that doesn't stop them from wanting to kill all humans.

* * *

"Ozpin...The girl...I can explain..." Ironwood tried to say through the scroll that he's using to call Ozpin.

"You brought your army here, James...Use it." Ozpin replies gravely.

Ironwood's worry turns to determination.

* * *

Meanwhile, his fleet of ships are being attacked by even more giant Nevermores though to minimal effect.

Soldiers are scrambling to enter commands inside the bridge around their commanding officer.

"Dammit!" The captain cursed and then speaks into his Scroll as he turns to the screen of data. "This is Blue Four! Blues Two and Three, fall into defensive position!" He ordered.

"Roger! Blue Three, in position!" Someone replied.

Blue Four captain nods and goes ahead asks, "Blue Two, what's your status?"

"Engaging target."

"Roger that, Blue Tw– wait...Which target?" The captain asks.

No response.

"Blue Two! There are multiple targets! Which one are you engaging?" Blue Four captain asked.

"You."

"What?!" The captain replied, shocked. He gets shocked even more when inside his ship, an explosion occurs at the door in the bridge.

His soldiers and himself get sent blown through the room. The captain gets back up and sees Alpha, his arms are transformed into Smack Hands, dual nanite gauntlets. The soldiers all get back up and starts shooting Alpha, but the bullets didn't affect him and he just crushed them all with his gigantic hands. All except the captain.

The captain tries to call for back up with his scroll, but Alpha just crushed his right hand and the scroll it was holding. The captain screamed in pain as Alpha simply stares at him. The Nanite Creature then transfromed his left Smack Hand into the BFS again...

...and beheads the captain.

* * *

Inside the Blue Two ship, dressed in an Atlas uniform and holding both a pink umbrella and dark cane with a feathered hat on top, is Neo, who opens the door of a familiar-looking cell with a devious grin.

Once it's open...

"Well...it's about time..."

Roman says.

* * *

Back with Alpha in the Blue Four ship, he shifts both his arms back to normal as he watches Blue Two suddenly turns towards its allies and fires several bright red lasers at Blue Three.

Alpha really wished he had a mouth so he can smile.

* * *

Roman laughs manically while at the controls of the Blue Two ship as Neo watches from the side. "Woo-hoohahahaha! Oohh, it is _good_ to be back!" Roman says happily. "Neo, get me some popcorn! I wanna enjoy the fireworks." Roman ordered but it seems Neo is busy with her scroll. Roman looks at her with slight annoyance. "Neo, could you stop looking at your boyfriend, please? We're at work here." Roman says.

Neo nods and looks at an image of Ben one last time before putting away her scroll.

* * *

At Beacon's cliffside landing platforms, three Bullheads arrive, the middle one opening its hatch to reveal four members of the White Fang, and their leader.

"Make them suffer." Adam ordered.

* * *

Alpha is now on top of Blue Four ship and watches the chaos ensue. "Sister gave me this new purpose... I will repay her some day...Or maybe..." Alpha says...

...and he looks towards one of the CCT towers.

"...I'll repay her now." He continued as his eyes glow. His stare is enough to give chills down someone's spine.

* * *

 **To be continued...**


	45. War of Worlds

**Back! Yeah! We're nearing the end too! I'm gonna pull out the big guns here to make it more insane that it already is. And to that guy saying I'm sticking to canon, yeah. Sure! I'm sticking to canon! Because I remember in canon where Alpha turned the Grimm more dangerous than they already are and how Alpha murdered everyone in Blue Four! And when Zwei is actually gonna have the Nemetrix! Yeah! I'm total sticking to canon!**

 **I'm being sarcastic by the way. If you're just expecting me to have the heroes win...wow. You must be looking for a boring story. Not every hero wins every battle. Like Blake said, "The real world isn't the same as a fairy tale." If I just keep having the heroes win, where's the conflict? Where's the story? That is a really, REALLY terrible idea. If you want the good guys to win, go make your own story. I write what I want. Who are you to stop me?**

 **With that out of my chest, let's go ahead and read.**

* * *

Alpha is now on top of Blue Four ship and watches the chaos ensue. "Sister gave me this new purpose... I will repay her some day...Or maybe..." Alpha says...

...and he looks towards one of the CCT towers.

"...I'll repay her now." He continued as his eyes glow. His stare is enough to give chills down someone's spine.

* * *

At the fairgrounds, everything is in chaos as civilians run away from the hordes of Grimm. Atlesian Knight-200s are seen firing at the dark creatures but while they managed to take down normal Grimm, a bunch of the EVO versions of the creatures have begun getting the upper hand as some Deathclaw Beowolves, Beowolves with nanite claws, tore apart the AK robots.

Yang, Blake and Weiss all arrive, but are too late as they see the creatures already thinning out the robots.

"I don't believe this..." Weiss whispers to herself.

Yang then immediately takes out her scroll and calls Zwei. "Ben! Are you there?" She asks, worried.

* * *

Ben is currently running down a hallway and has his scroll out. He's with Zwei and it seems Ben has placed a collar around the corgi's neck. The collar itself has a very familiar device attached to it.

"I'm fine, Yang. You don't have to worry about me." Ben replies as he kept running with his pup.

* * *

"What about Ruby? Have you seen her? Is she okay?" Yang asks frantically.

"Yang, she'll be fine. She's our leader. Besides. If worse comes to worst... I'll be there. I promise." Ben replied through the scroll.

Yang clenches her fist. She's just worried about Ruby. She's the big sister, after all. But she can't be there forever for her. She needs to trust Ruby's skills more.

Blake puts a reassuring hand on Yang's shoulder. The two look at each other, with Blake nodding, trying to tell her it'll be fine.

"Stick together guys! This is a battle. And you can't win alone. Especially against the Grimm and the White Fang." Ben added through the call.

"The White Fang is here?!" Blake asks, surprised.

However, they hear a bunch of growling through the scroll. Something's wrong. "Ben!" The girls all yelled worriedly.

"I'll be fine! Just get to the docks! I'll meet up with you guys!" Ben replied. "Zwei! Sic' em!"

They hear Zwei's bark and the sound normally heard from Ben whenever he's transforming. Next, instead of the Zwei's bark, they hear the growl of Beowolves and the roar of some sort of dinosaur.

And the call ended.

Yang clenches her fists even more. "You heard Ben...We'll go to the docks." Yang says firmly as she taps on her scroll. She then hands the scroll to the other two and tapped on it.

After only seconds, their lockers crash land behind them..The lockers open and their weapons are ready.

* * *

Ben managed to stab a Beowolf in it's head and he pulls out the blade then sheathes it back. As Zwei approached him, Ben pets his head and says, "Good boy, Zwei."

Ben now thinks...How can he help? If he knows, who should he help?

There are people in the coliseum still and he needs to help them evacuate. But WBY are headed to the docks and they need back up. There's so much people to help.

...But then again...

...He can be at two places at once.

He turns on the Omnitrix and searches for the alien he needs. Once he found the familiar alien, he looks back at Zwei.

"Zwei...It's hero time." Ben says with a determined smile.

Zwei barks happily and Ben slaps down the Omnitrix core, covering him in bright green light.

* * *

Back at Amity Colosseum, the Nevermore screeches as it continues to weaken the force field that's keeping it from getting in.

As civilians run past her in a panic, Ruby stays kneeling on the ground with her head down, her expression in a mixture of shock and sadness.

As the Nevermore circles around the colosseum, Pyrrha struggles to stand as she looks in shock at the torn apart Penny.

"PYRRHA! Pyrrha, that thing's going to break in! You've gotta move!" Jaune yells from the stands, but Pyrrha remained shocked.

Jaune, Ren, and Nora look up and see the force field flash as the Nevermore rises back up before diving back in. Wasting no time, the leader of Team JNPR jumps from the stands into the arena.

"Jaune!" Nora yells at her leader, but Jaune kept running.

You can't really blame him.

"Pyrrha, please! Snap out of it!" Jaune yells as he kept running towards Pyrrha.

Suddenly, the Nevermore completely breaks through the holographic barrier, and the force of it landing on the arena floor knocks back Jaune, Pyrrha, and the pieces of Penny. The Nevermore screeches and lunges towards Pyrrha.

Pyrrha felt she made a sin. That this is all her fault. Maybe...this is her punishment.

She might as well accept it.

However, fate disagrees, as suddenly, the Nevermore is knocked back by a red, twirling blur of roses, with the cause of the blur gripping one of Penny's swords and stabbing into the Nevermore, before jumping back down in front of Pyrrha.

Ruby Rose.

"Ruby...?" Pyrrha says, befuddled.

Ruby, with an angered, determined expression on her face, pointed Penny's sword toward the Nevermore and yells, "Leave her alone!"

The Nevermore rises up and circles around the arena before lunging back down. Ruby holds Penny's sword defensively. Suddenly, the Nevermore gets pinned down by a barrage of rocket lockers, and screeches out in pain before going unconscious. The lockers then open up, revealing the weapons of various students, including Crocea Mors, StormFlower, Magnhild, and Yatsuhashi Daichi's large sword. The respective owner of the sword pulls it out from his locker, and is now alongside Scarlet David gripping his cutlass and flintlock pistol, Sage Ayana with his own sword, and Neptune Vasilias with his gun in hand. It's not just them. Sun Wukong with Ruyi Bang and Jingu Bang in its staff form, Ren and Nora carrying their respective weapons, and the remaining members of Team CFVY, the members of Team ABRN, as well as Flynt Coal and Neon Katt of Team FNKI, all gripping their respective weapons.

It is a sight to behold. All them. Here.

The students are then suddenly shaken when the Nevermore starts to get back up. Ren then leaps up into the air and uses the blades of his weapons to slash at the Nevermore. Arslan Altan uses her rope dart to swing down and grab the towering Yatsuhashi from the ground. Sage also leaps up into the air, and Nora runs up to the Nevermore's head and hit it with Magnhild in its hammer form. When Arslan reaches peak height, she lets go of Yatsuhashi, who is then joined by Sage, as the two broadsword wielders slash down and decapitate the Nevermore, causing it to dissipate into black particles. As Arslan lands back on the ground next to her teammates, Ruby looks over to the teary-eyed Pyrrha.

"Ruby...I..." Pyrrha tried to say as tears kept falling from her eyes. "I'm so sorry!" She finally got to say as she cries.

Ruby looks down in sorrow for both Penny and Pyrrha. "Me too...But it wasn't your fault!" She says, sternly.

"She's right."

Everybody looked towards the voice and saw Jaune, approaching Pyrrha with her weapons in his hands. "Whoever was on that microphone... they're the ones that did this. And we have to make sure they don't take anyone else." Jaune added and hands Pyrrha her weapon and shield.

Pyrrha stands back up and takes her weapons back from Jaune, the two of them exchanging determined expressions. They then look over to Ruby, who smiles at the impressive ensemble of students.

Ruby. Team JNPR. Team SSSN. Team CFVY. Team ABRN. Flynt and Neon. They may not be much, but they're enough.

But their moment is cut short when they notice hippogriff-like Grimm land on top of the colosseum. They fly towards the group of students as Ren says, "Griffons."

"Anybody got a plan of attack?" Neptune asked the students all prepared themselves.

"I have a plan: Attack!"

They all hear as they look up...

...and saw Heatblast coming from the roof. And he's holding up Crescent Rose. "Heads up, Rubes!" Heatblast yelled and tosses the weapon towards Ruby, who catches it and activates it at an instant.

Heatblast lands back down and blasted most of the Griffons away. It barely damaged them, but the explosive shots were enough to send them crashing down the stands.

"Am I late?" Heatblast asks.

Coco fixes her shades on her eyes and looks at Ben. "No. But a couple of seconds earlier would've been better." She joked.

However, Ruby was too busy to notice that a Griffon is about to pounce on her...

...until it was frozen in ice by...Big Chill?

"I guess I'm the late one, then." Big Chill said as...Heatblast approached him.

The other students are confused. They got even more shocked and confused when Big Chill and Heatblast turn into...two Bens.

"...I think I'm tripping..." Sun comments.

"I think I'm ripped off..." Flynt also commented.

"Oh please. You're the one who ripped us off." One of the two Bens replied to Flynt.

"Long story short: We're both created by the real Ben using Echo Echo. He made two clones and all three of us turn into humans. I adapted his serious behavior." One of the Bens, we'll call him Serious!Ben, explained.

"I adapted his badassness." The other Ben, Badass!Ben, adds.

"Actually, you adapted his cockiness." Serious!Ben corrected his other clone.

"I remember you using that for our training." Ruby comments.

"Where's the real Ben, then?" Jaune asks as they all approach the Bens.

"He's already headed to the docks. He gave us orders to help you in anyway we can." Serious!Ben replied. But their moment was interrupted yet again when the Griffons that Heatblast knocked down earlier started getting back up. "And I guess now's the right time." Serious!Ben added.

When a Griffon attempts to attack the group, it suddenly gets shot in the face, causing it to fly off in a different direction.

The students, including the clones, all look at where it came from. It's Professor Port and Doctor Oobleck.

"Students. I believe it is best for you to leave." Port says.

"Professor, we can help y–" Badass!Ben tried to say.

"Mister Tennyson!" Oobleck interrupted. "This day will surely go down in Remnant's history. I'd prefer it if my students could live to tell about it. So please..." Oobleck requested.

Badass!Ben wants to say something else, but Ruby puts a hand on his shoulder. "It's what the real Ben would do." Ruby says.

The cocky clone looks down...and smirks. "Nah." He responds and all the students ran outside.

* * *

Civilians continue to run and flee in panic as they reach the docking bays of the colosseum. Atlas Soldiers directes civilians to calmly step into the Air Buses.

However, White Fang Bullheads started dropping off more Grimm at the docking bay. Two Atlesian Knights escorting General James Ironwood effortlessly gun down an Ursa. But as they proceed forward, a White Fang Bullhead is suddenly flying up to the place where the civilians are. But instead of dropping off a normal Grimm, the ship explodes on its own and from the smoke, out comes a Deathclaw Beowolf. It's armor is glowing with orange nanite energy and it's eyes have a much darker shade of red.

The Atlesian Knights kept shooting it but to no avail as it unleashes it's nanite claws and ripped apart the Knights like nothing.

The Deathclaw Beowolf then notices Ironwood as the General starts to run towards it, gradually picking up speed as he nears the charging EVO Grimm. He gives a scream of effort as he pulls out his revolver from his coat. Ironwood ducks and slides under the Deathclaw Beowolf's swipe and shoots at it a couple times. The EVO Grimm then charges at Ironwood again, who fires his revolver a few more times before having to duck under another swipe. The beast attempts to swipe at him again with its left claw, but Ironwood effortlessly stops it with his own right hand. The General then fires at the creature's feet, the explosion causing it to get airborne, and still gripping it's claw, Ironwood proceeds to swing it back down to the ground with his own brute strength. Ironwood then picks up the Beowolf, aims the revolver at its skull, and shoots it, causing black blood to splatter from it.

Ironwood drops the beast and heads to his ship...

...but then the Deathclaw Beowolf stands back up and Ironwood noticed it's shadow looming over him. He turns back around and sees the EVO creature shapeshift it's right claw into an organic blade. The Deathclaw Beowolf roars at Ironwood.

But the General is not intimidate. When the beast swung it's sword arm at him, Ironwood merely jumps back to dodge and grabbed it's sword arm. He then shoots it's elbow and caused it's lower arm, which is the blade, get separated from it's upper arm. Ironwood then uses it's own blade against it as he swings the severed nanite blade at the beast and beheads it, finally killing it.

"Like roaches. They don't go down with the first hit." Ironwood boasted and drops the nanite blade as the EVO Beowolf starts turning into black smoke. He then hears footsteps and sees the students and the two Bens finally out of the arena.

He's confused about there being two Bens. The Bens themselves noticed. "We'll tell you next time, sir. Right now, we need an explanation of what's going on." Serious!Ben asks.

Ironwood nods. For some reason, he prefers this Ben more. "Grimm are crawling all over the city. The White Fang's invaded Beacon, and to make matters worse, some... vagabond has seized one of my ships. Until we regain command, the skies are out of our control. So I'm going to take it back." Ironwood firmly says and begins to head to his ship.

"What should we do?" Jaune asks, causing the General to stop once more and turn around to face them.

"You have two choices. Defend your Kingdom and your school... or save yourselves." Ironwood replied. "No one will fault you if you leave..." He added, with a bit of concern in his tone. He then heads into his ship with his AK robots and left.

The students all look at each other... and they've all made their choices. "I mean, come on!" Sun comments.

"We can take a ship to Beacon." Jaune suggested and the students all head to a different air vehicle.

However, Ruby stayed for a bit and looked at the ship Ironwood was in. Serious!Ben noticed her staring and yells out, "Ruby! We have to go!"

Ruby heard the clone of her teammate...and follows the rest of the crew.

* * *

"All these buttons are fun and all, but where's the big one?" Roman asks Neo, who is still busy with her scroll. "Like, maybe something that can turn all those hunk of junks against those idiots..." He says...and finally noticed that Neo is ignoring him.

Neo just looks at Ben dreamily as she swipes the screen after every minute of looking at different pictures of Ben.

"Oh for goodness sake, Neo, can you come and help me here?!" Roman yells.

Neo looks at Roman, annoyed and takes out a different scroll and throws it at him...then goes back to looking at Ben's photos.

Roman got hit in the face by the scroll and it bounced off his face. He finally managed to catch it and sees, instead of the Black Queen insignia, it's a red nanite. "Huh. This is new. But if it's something like Order 66, I'm okay with it." Roman joked and inserted the infected scroll into the console.

* * *

Alpha is currently headed to the CCT tower he saw earlier...until he felt like he just connected to a lot of things. His mind. He feels like he has connected to all of the machines created by the Atlas fool.

He stops his flying and suddenly started laughing.

He's developed more personality than before. After all, he's just doing what he's been doing since his creation:

Evolve.

And now...

* * *

As a squadron of Knights shoot down Grimm, they suddenly stop as their visors and LEDs turn a dark crimson, and turn around, pointing their guns at Glynda and Qrow as they continue to fight the Grimm, the realization shocking them as they see the Knights now turned against two of their now former masters.

"What?!" Glynda yells.

"I am legion..." The robots suddenly say in unison, using Alpha's voice.

* * *

On the courtyards of Beacon, Weiss, Blake and Yang are nearly caught off-guard by the local Knights also succumbing to the virus and turning towards them.

"...for I..." The Knights say again in unison.

* * *

Meanwhile, the oblivious general, still en route to the Airship, gets a nasty surprise when the Knights on his dropship suddenly activate and turn on him. Ironwood hears them turn around and he looks back at them.

"...am many." The Knights added and aimed their guns at Ironwood.

"No!" Ironwood yelled out.

* * *

Ironwood's dropship suddenly loses altitude, plummeting from the ground as two flashes can be seen from the cockpit. The students watch in horror as they see dropship fall from the sky.

Ruby decides to go to the exit of the ship. She needs to deal with this!

"Ruby!"

Ruby turns around and sees Serious!Ben approaching her. "You're not doing this..." Serious!Ben says.

"But–" Ruby tried to respond.

"...alone." Serious!Ben interrupted.

Ruby looks at him for a while...then smiles.

* * *

The door of the air bus opens and out comes Astrodactyl, carrying Ruby in his arms as he flies to the ship Ironwood wished to go back to.

Astrodactyl then lands on the roof of the ship with a thud as he drops Ruby carefully. "Think they'll be fine?" Ruby asks.

"I left the other me in charge. SQUAWK!" Astrodactyl replied. However, a couple of Griffons started dropping by and surround the duo.

Astrodactyl and Ruby go back to back as the alien brings out his energy whips while Ruby takes out Crescent Rose. "Whip Flash?" Astrodactyl asked his teammate, referring to one of their combos.

"Whip Flash." Ruby replied...

...and the duo engaged the Grimm.

* * *

Back at Beacon, the hacked Knights continue to fire, but they are cut up by flurry of slashes. Weiss takes down a few knights using a combination of Myrtenaster's strikes as well as her using her Glyph Semblance, while Blake fights off a group of White Fang soldiers, before using her Semblance to dodge a dual sword-wielding soldier before getting overwhelmed by more White Fang members, but they are all suddenly knocked back by Yang, who lands on the ground in front of Blake, pounding the floor to create a shockwave. Afterwards, the three ladies stand back-to-back, but notice a group of human Atlas Soldiers fighting off an Atlesian Paladin, which has also been affected by the virus and turned rogue. The Paladin easily beats down the soldiers.

"Come on!" Weiss says.

But before they could assist the soldiers, they notice a Bullhead about to crash land. An armored Beowolf jumps out of it before it could crash with the aircraft. It then lands on the ground and starts to chase after fleeing civilians. Weiss, Blake and Yang all exchange one last look with each other before deciding the best course of action.

"We got the robots." Yang says and cocks Ember Celica.

"Just be safe." Weiss adds. Blake nods and they all part ways.

Blake runs just outside the dining hall, searching for the Grimm they saw. She then stops when the Beowolf from earlier latches onto the side of the building above her. Her attention is then drawn away from the Beowolf when she hears a wounded scream inside the burning interior of the dining hall. She then gives a look of horror when she sees a familiar figure throw an Atlas soldier.

"No...Adam?" Blake says in horror as the man she called looked at her...

...with an ominous smile.

"Hello, my darling." Adam says eerily.

* * *

All across Beacon Academy, various students battle the many Creatures of Grimm: Jaune slashes at an Ursa, while Neon rollerblades away from a Boarbatusk. Coco opens fire on a Griffon, while Arslan fights an Ursa Major before it runs off to attack Nora, who fires at it with her grenade launcher. Ren fires his guns at a retreating Beowolf before it drops dead. Velvet kicks a Creep into the air and Water Hazard blasts it upward with a stream of water, the pressure strong enough to pierce it's body.

* * *

Meanwhile, watching the carnage, Cinder, Emerald, and Mercury are all standing on a rooftop, the latter filming the chaos with his Scroll.

"Beautiful." Cinder comments.

For some reason, Emerald has a sorrowful expression on her face as she watches everything. "It's almost sad..." She comments as well.

"It's horrendous." Cinder added as she smiles. "Focus on the Atlesian Knights." Cinder ordered Mercury.

"You mean Alpha? Sure. I'm getting all of it." Mercury replied, almost happily.

Cinder smiles as she starts to leave. "Good. Continue the broadcast until the end." She says. Suddenly, a tremor is felt by the trio. When it stops, Cinder smiles. "And do not miss what happens next." She ended as she turns on her nanites and prepares to go somewhere.

* * *

Back in the city, Glynda and Qrow continue fighting the Grimm and the infected Atlesian Knights... before they too are shaken by another tremor. Qrow stabs his sword into the ground to keep himself standing while Glyna managed to balance herself, with her saying, "No..."

* * *

Bullfrag kicks an Ursa away as Velvet ducks to dodge a strike from a Beowolf before kicking it into the air, which Coco shoots with her mini gun.

As the trio regroup, they were also shaken by yet another tremor. "...I swear. It wasn't me." Bullfrag joked, thinking that the others might accuse him of having a grumbling stomach.

* * *

Inside his office, Ozpin watches the battle on three video feeds, one showing some buildings, the middle showing a group of Atlas soldiers struggling a against a Deathstalker on Beacon's main avenue, and the last showing civilians stuck on a rooftop waving for help, while an Ursa slowly crawls up the side of the building.

He can't just stay put. He can't make another mistake. He must do something...

 _We have no other choice..._

Ozpin then starts to walk away from his desk, grabbing his cane in the process, before proceeding to the elevator. However, he is stopped in his tracks when one last tremor shakes everything.

* * *

Somewhere, a large mountain starts shaking violently as it starts to crumble and crack. And without warning...

...a gigantic Grimm Dragon emerges from it, destroying the mountain it was trapped in, as if it's been here for years. The Dragon roars and flies over the abandoned Mountain Glenn, heading towards Beacon. As it flies, it exudes a black, tar-like substance which drops to the ground in the city of Vale...

...and from these tar pits spawn various more Grimm.

The massive Grimm excretes more of the black substance, which drops to the ground and spawns more Grimm near the base of the CCT.

Team SSSN and team JNPR are all ready to fight. Jaune and Pyrrha exchange looks, both of them filled with determination. But before they could go forward, Pyrrha notices Ozpin standing the entrance of the tower, while Team SSSN runs off to fight off their enemies. Pyrrha then walks towards her headmaster without saying a word to her teammates, much to their confusion.

"Where is she going?" Nora asks their leader.

Jaune looks at Pyrrha in worry. He then makes a straight face as he tells his teammates their orders. "I'll go find out. You two stay here and keep fighting." He says and followed Pyrrha.

* * *

Cinder lands on top of a building not too far from the same tower. As she watches Jaune, Pyrrha and Ozpin enter the tower, her eyes glow and nanites course through her body...

...and she transforms her right hand into a giant nanite blade.

* * *

 **Next time on RWBBYVerse...**

* * *

"Like it or not, the people that hired me are going to change the world!"

"BET ON THAT!"

"I will make it my mission to destroy everything you love."

"Get away from her!"

"Yang, **no**!"

" ** _BEN_!** "

"The beginning and end of all things..."


	46. Death Comes

**Back. Yes. I am back! I make chapters every day now, huh? Well, what can I say? I'm dedicated. I'm just a writer for fun. Let's not slow down. Go ahead and read.**

* * *

Ruby turns around and sees Serious!Ben approaching her. "You're not doing this..." Serious!Ben says.

"But–" Ruby tried to respond.

"...alone." Serious!Ben interrupted.

Ruby looks at him for a while...then smiles.

* * *

The door of the air bus opens and out comes Astrodactyl, carrying Ruby in his arms as he flies to the ship Ironwood wished to go back to.

Astrodactyl then lands on the roof of the ship with a thud as he drops Ruby carefully. "Think they'll be fine?" Ruby asks.

"I left the other me in charge. SQUAWK!" Astrodactyl replied. However, a couple of Griffons started dropping by and surround the duo.

Astrodactyl and Ruby go back to back as the alien brings out his energy whips while Ruby takes out Crescent Rose. "Whip Flash?" Astrodactyl asked his teammate, referring to one of their combos.

"Whip Flash." Ruby replied...

...and the duo engaged the Grimm.

* * *

Ruby slashes down one of the Griffons but it barely grazed it. She then backflips to dodge an attack from the beast and starts shooting at it. Meanwhile, Astrodactyl is flying around the ship while a Griffon is chasing after him. Astrodactyl then turns around and opens his mouth, blasting the Griffon right at it's face with a laser from his mouth. It did not damage the beast, but it was enough to daze it. With the creature flying wildly, Astrodactyl brings out his energy whips and uses it to slap down the Grimm and caused it to crash into a different Griffon, both of them plummeting to the ground.

Ruby managed to kill the Griffon she was fighting earlier but then a second one lands behind her and she dodges an attack from it. Astrodactyl lands behind her and ties his whip to Ruby's scythe. Then, with Ruby holding on to Crescent Rose while it's tied up with the whip, Astrodactyl spins Ruby around, gaining speed until he throws Ruby at the creature while at the same time turning off his energy whip to free Ruby. With enough speed, Ruby does a spin move while speeding up to the Griffon and she managed to slice it in half.

Astrodactyl turns back to human form and approaches the dizzy Ruby. "Let's not...try that again..." Ruby asks.

Serious!Ben sighs. "Very well." He replied.

However, their moment was interrupted when they hear a snap from a scroll. Serious!Ben and Ruby look to where it came from and saw Neo, now in her normal attire. She crops the image and sends the image of Ruby to Roman. She keeps Ben's image. After doing so, she winks at Ben, not aware that this one is a clone.

"Her again? Seriously?" Serious!Ben complained.

Ruby fires at Neo, only for "Neo" to shatter as it was just her illusion again.

She then is now sitting on Serious!Ben's shoulder and she winks at him again.

* * *

Right outside of Beacon's dining hall, Blake Belladonna backs away from the shattered window, staring in horror at her old partner.

"Running away again? Is that what you've become, my love? A coward?" Adam asks as he sheathes his sword.

Blake is still backing up as she stares at him. "Why are you doing this?!" She asks.

"You and I were going to change the world, remember? We were destined to light the fires of revolution!" Adam boasts as an Atlas student tries to crawl away from him, but Adam steps on his gut, takes out his blade and prepares to stab the innocent person. "Consider this...the spark." He says.

But before he can kill the kid, Blake charges into the dining hall, drawing her sword in a flash. Her blade clashes with his as she pushes him away from the student, and they stand with their blades locked.

"I'm... not... running!" Blake firmly yet nervously said as she kept pushing Adam back.

Adam, however, replies, "You... will." He kicks her away, knocking her onto the floor. A nearby Creep runs toward her, only to be shot by Adam.

"But not before you suffer for your betrayal, my love." The bull Faunus says and smiles as he begins walking toward her.

* * *

Everyone is getting overwhelmed by the army of Atlesian Paladins as they try their best to fight off these advanced machines.

With Badass!Ben currently as Jury Rigg, he managed to dismantle one of the machines... only to get hit by another one, knocking him unconscious due to Jury Rigg's weak durability.

Weiss got the wrong timing as she just arrived, seeing her teammate get knocked unconscious "Ben!" Weiss yells as she joins the group.

With some of the group already knocked out, namely Yatsuhashi, Ren, Nora and Badass!Ben, Coco, Neptune, Reese and Nadir all open fire at the machines.

Weiss goes to Jury Rigg's side as he turns back to human. Weiss tries to cradle Badass!Ben in her arms in worry. Velvet also approaches the two. "Is he alright?" Velvet asks.

"He's fine. We have to take those things down before any more gets hurt." Weiss says as she gently lies Ben down near a lamp post and stands back up.

"Well, I guess now's a better time than any." Coco as she stops firing and faces her teammate. "Velvet!" She called out.

"Really?" Velvet asked excitedly.

Coco smiles and replies, "Just make them count."

Velvet nods and walks towards the Paladins, with everyone else backing away. But Weiss felt like this isn't right. But Coco reassures her and says, "Don't worry. Just watch." She didn't even need to hear what Weiss was about to say to say that.

Once she has approached the robots, the Velvet's box starts glowing as she smiles. "What does Ben say again...Oh right!" She says to herself...

...as she begins to replicate Crescent Rose. "It's Hero Time!" She yells and she imitates Ruby's overhead spin, landing on top of the Paladin as she dodges its cannon fire. She then replicates Myrtenaster to deflect the Paladin's punch and land a few blows before pushing it back with the Ember Celica imitation. Once after she lands a few shots, she slides under the Paladin's fist, similar to Blake as she uses the Gambol Shroud copy and uses its string to trip over the mech, before moving to the second Paladin by lopping off its hand, and jabbing it in the head with the cleaver.

Before it can react, the Paladin suddenly gets blasted by imitation water blasts, courtesy of her Water Hazard armor. When it tries to move forward, Velvet switches to using Astrodactyl as a reference, as she lands another few hits with her energy whips while landing a downward blow from above with a copy of Heatblast surrounding her body, severing a limb with an explosive punch.

As the first Paladin attempts to recover, Velvet immediately copies Penny's swords, as she leaps off the second Paladin and slices apart its legs before blasting it at full power.

However, the first Paladin sucker punches Velvet, knocking her away.

"Velvet!" Coco yelled. Velvet's predicament prompted Reese, Neptune, Coco and Nadir to land suppressing fire.

Weiss watches the whole thing happen. Everyone is giving it their all but they don't seem to able to do something to these machines. No. No, she must do something. With Ben knocked out and Velvet damaged, two of their most powerful warriors can't fight. They must do something.

...She must do something...

 _Emotions grant you strength..._

Furious, Weiss immediately rushes in. They can't lose. Not now. She must do something...

...and she instinctively uses a summoning glyph, confusing her.

When she rushes in between Velvet and the Paladin, she closes her eyes and grits her teeth as she prepares for the Paladin to hit her.

But when she opens her eyes, nothing came...but something else blocked the Paladin's attack. She sees that she summoned the arm and sword of some sort of giant knight, who blocks the Paladin's fist and bisects the machine in half.

Weiss couldn't believe it. Sure, it wasn't a full summon, but she stares at the arm and sword with awe. She did it. She managed to do a summon. As everyone approached her, they try to take a breather. But before they can even do that, another advanced Paladin rushes in from the corner and looks at them with it's red "eyes".

They weren't too worried. By now Badass!Ben should've woken up and will deal with this. They all look at Ben and hoped that he–

Yeah, no. He's still unconscious.

"... YOU have GOT to be KIDDING ME!" Sun complained.

The students all stand prepared to fight the new arrival Atlesian Paladin, who starts charging toward them. However, before it even reaches them, its suddenly gets chomped down by...some strange creature.

The creature has a large, segmented purple and gray body and a red head resembling that of a Carnotaurus or a Tyrannosaurus with a horn on it's forehead. It has four legs and six small arms with two clawed fingers on them. It also has a spiked collar with a weird symbol on it, colored green and silver.

The dinosaur creature kept chomping on the machine with it's powerful teeth and even steps on the remaining parts. Once it spits out the crushed metal in it's mouth, it roars in victory.

Everyone stares at it in...confusion and slight fear. "Is that...a Grimm?" Sun asks everyone.

The creature then faces the group...and it suddenly shrunk into...Zwei?

Everyone is then even more confused than before as Zwei barks happily. Before anyone could think they're tripping balls, Ben, the real one, and Yang arrive. "I found Ben. Looks like Zwei found you." Yang comments. Weiss doubles over, exhausted, leaning on Myrtenaster to keep herself standing. She's had enough today.

"Oh good...You're finally here..."

Everyone turned to look at Badass!Ben, who just woke up, rubbing his head. "Is anybody else hearing a ringing sound?" He asks.

"No time to waste. Other me, where's Ruby?" Ben asks his clone.

"Last I remembered, he was with the other us...No doubt he'll bring her here soon, so she's safe." Badass!Ben replies and stands back up, dizzy.

"We'll go find Blake. You guys stay here and wait for Ruby." Yang says and ran off with Ben.

"Wait, what about me?" Badass!Ben asks.

"Keep fighting the Grimm and protect everyone!" The real Ben says and he and Yang are now out of view.

"By myself?!" Badass!Ben asks. He then sighs because his original counterpart could no longer hear him. He can probably take care of these things if he went Way Big or Atomix, but his friends are still around and he doesn't wanna accidentally harm them.

Then Zwei barks, catching his attention. Badass!Ben looks at him...and gets an idea. "Zwei...Let's go get 'em." He says.

Zwei barks happily again and then uses the Nemetrix...and turned into Crabdozer. BadasBadass!Ben then slaps down the Omnitrix and turns into Heatblast, who then rides on top of Crabdozer. "Charge!" Heatblast yelled and Crabdozer charged forward with his rider.

Coco sits down on the floor as she and the others watch the two shapeshifters, one a guy and one a dog, fight off the Grimm. "...This is a really weird day..." Coco comments.

* * *

Back at the airship, the battle commences as Ruby performs an low swing, with Neo somersaulting over it, and ducking the next swing, before performing another backflip to dodge the third. Ruby then twirls Crescent Rose before attempting another low sweep, only for Neo to backflip away from her consecutive twirls. Once Ruby finishes spinning her weapon, she lodges Crescent Rose on the hull and fires a shot, only for Neo to shatter in an illusion before appearing behind Ruby and kicks her away.

Meanwhile, on a different side, Wildvine throws four explosive seeds at Roman, who managed to shoot two and bats away the other two back at Wildvine. Wildvine dodges and extends his arms to try and grab Roman, but Roman dodges as well and lands a few hits at Wildvine's face before punching the alien away. Wildvine gets knocked back but stands back up and switches to Swampfire, who then throws fireballs at his opponent. Roman managed to dodge some of them and counters the rest with his fireworks projectiles. The fireworks and fireballs meet, causing a small explosion. The smoke clears and Swampfire and Torchwick stare at each other.

"We meet again, Freak Show. Looks like you wanna be the hero again, are you?" Roman asks.

Swampfire grits his teeth and suddenly, Ruby bumps into his back, causing them to go back to back as Neo approaches the scythe wielder while Roman approaches the alien shapeshifter. "Switch!" Swampfire says and he and Ruby switch opponents, with Ruby charging towards Roman and Swampfire switching to Eye Guy and starts blasting Neo with his eye beams.

Roman blocked Ruby's attack, but Ruby's weight was enough to knock him down as Ruby zooms behind him and lands.

Eye Guy kept blasting Neo, but she keeps dodging everything with her amazing acrobatics and flipping. Eye Guy then merged a lot of his eyes into his chest and created one big eye that he uses to fire a larger beam at Neo...

...but when Neo got hit, she shattered, revealing that it's another one of her illusions. Even with his many eyes, Eye Guy got caught off guard by Neo's sudden appearance behind him, who kicks her away and off the ship. Neo realized her mistake as she goes to the edge and sees Eye Guy plummeting down. Her eyes are white instead of their usual brown and pink as she gets worried for Ben.

She can't do anything now. She just hopes Ben can make it and goes to assist Roman.

Roman fires a shot back with his cane and sends Ruby flying several feet, before she lodges Crescent Rose to safely grip herself from the surrounding gales, while Roman walks up to her.

" _Little Red, little Red_ , you are just _determined_ to be the hero of Vale, aren'tcha?" Roman mocked the child huntress.

"What are you doing!? Without these ships, the Grimm will destroy everything!" Ruby tried to point out.

Roman, however, smirks at her words. "That's the plan!" Roman replied.

Ruby then swats aside Roman's cane just as he attempts to fire it at her, causing him to move a few feet off-balance, before Neo returns and leaps over her, kicking Ruby's left cheek, and using the momentum to flip her over and send Ruby tumbling on her back. Neo then follows up with a roundhouse to the face, and a rear horse kick to nearly send her careening off the hull of the airship.

"But why?!" Ruby asks, almost pleading. "What do you get out of it?"

"You're asking the wrong questions, Red! It's not what I have to gain, it's that I can't afford to lose!" Roman replied.

As Ruby charges, Neo vaults over Roman for a powerful kick. She then leaps up, grabs Crescent Rose, and slides under, flipping Ruby once more with the hook of her parasol. As Ruby spins midair, the pint-sized powerhouse finishes with a roundhouse to the abdomen, as Roman slams the barrel of Melodic Cudgel to the ground and fires, causing the cane to ricochet and hit Ruby, before catching it and firing the weapon once more over his shoulder. The blast is enough to send Ruby holding on for dear life, with the embedded blade of Crescent Rose the only thing preventing her from falling.

"I may be a gambling man, but even I know that there are some bets you just don't take." Roman says as Neo extends her blade and drags it on the surface, walking towards Ruby. Once she's in front of little Red, she holds Ruby at swordpoint.

"Like it or not, the people that hired me are going to change the world! You can't stop 'em, I can't stop 'em!" Roman kept going on as Ruby kicks away a Nevermore, and keeps holding on while Neo nears her blade to Ruby's face. Roman then smiles and finally says, "You know the old saying, "If you can't beat 'em-"

"Beat them harder."

Everyone got surprised when Ultimate Big Chill suddenly turns visible behind Neo, grabs her, and takes her away.

"Neo!" Roman yelled as Ultimate Big Chill is flying off with Neo in his arms.

Ruby then managed to get back up on the ship and faces Roman with a determined face. "Like Ben said. We don't care what you say! We will stop them and I will stop you! BET ON THAT!" She yells.

* * *

Still in the air, Ultimate Big Chill drops Neo on a nearby building, with Neo managing to land safely. Ultimate Big Chill lands in front of her and stares at her with cold eyes.

"Do you have any idea how many Griffons I had to freeze just to get back up?" Ultimate Big Chil complained.

Neo...is actually sad. The expression in her face is of sorrow. Ultimate Big Chill noticed this. But before he can ask what's wrong, Neo twirls her umbrella and disappeared.

"What the heck was that about?" The shapeshifter asked himself.

* * *

Ruby charges at top speed with the use of her Semblance. But Roman fires a firework, grips Melodic Cudgel with both hands, the left hand holding the shaft, and quickly catches the projectile with the hook end and hurls it at Ruby, knocking her away, before smacking her with the business end of the cane, ramming the weapon in her stomach, and firing another shot, sending her on her back once more.

"You got spirit, Red. But this is the real world!" Roman yells at Ruby as he whacks Ruby with the butt of his cane, sending her back a few feet.

"The real world is cold!" Roman went on. He lands another coshing, this time on Ruby's legs. "The real world doesn't care about spirit!"

Ruby then kicks him in the knee, causing him to lose balance as he prepares a downward strike.

"You wanna be a hero!? Then play the part and die like every other Huntsman in history!" He yells.

He then proceeds to smack Ruby with the butt end of the cane. He keeps doing so as he says, "As for me, I'll do what I do best: lie, steal, cheat, and SURVIVE!"

However, he suddenly gets encased in ice. Ruby looks up and sees Ultimate Big Chill land back down in front of her, with a frozen Roman behind him. "Come on. We gotta go before–" Ultimate Big Chill tried to say but suddenly, a Griffon lands near them and it roars.

Ultimate Big Chill then carries Ruby in his arms as the Griffon tried to attack them, but the two turnd intangible and went through the creature, who got caught off guard and crashed into the cockpit of the ship, causing an explosion and sends the ship plummeting down from the sky.

"Come on... I think we've done enough..." Ultimate Big Chill says as he carries Ruby to safety.

"Right." Ruby replies as she holds onto her friend.

* * *

"This could've been our day! Can't you see that!?" Adam yelled at Blake as the two are still locking blades.

Blake pushes Adam away and tries to stand back, saying, "I never wanted this! I wanted equality! I wanted peace!" She then raises her sword, its blade folding into sickle mode, and shoots at Adam, who blocks both bullets with his sword., rendering her attack useless.

"What you want is impossible!" He yelled as he sheathes his sword and backhands Blake across her face, knocking her over. Blake rubs her cheek in pain as Adam approaches her. She looks at him in fear but then he starts talking again. "But I understand because all I want is you, Blake." He says. Blake begins to raise her sickle again, only for him to kick it out of her hand, knocking her over once again. "And as I set out upon this world and deliver the justice mankind so greatly deserves, I will make it my mission to destroy everything you love." Adam added, terrifying Blake.

"Blake!"

"Blake, it's us!"

Two voices draw their attention to one of the broken windows. When they turn to look, they see Yang and Ben outside the cafeteria, the two of them back to back, fighting off some White Fang members.

"Blake! Where are you!?" Yang calls out worriedly.

"Hang on...I'll try using Wildmutt." Ben suggests.

Yang looks back at Ben anxiously. "Hurry!" Yang yells.

Adam looks at Blake to see her terrified expression, then returns his gaze to her friends.

"Starting with them." Adam ominously says. He then draws his sword and stabs it into Blake's abdomen near her left hip, causing her to shriek in pain. The cry catches the two's attention.

"Huh?" Ben says.

"That sounded like–" Yang says and the two turn to see Adam and Blake, with the former pulling his sword from Blake's flesh and turning to face Yang and Ben.

"Blake!" Ben yells out at the sight of his friend in danger.

"Get away from her!" Yang yells angrily.

Blake could only reach out helplessly, whispering, "No... please..."

Adam sheathes his sword, smiling. Yang screams, her eyes turning red and a burst of flame erupting from her.

"Yang, no!" Ben yelled but he was too late.

Yang leaps at Adam, drawing her fist back with tears in her eyes. Adam swiftly draws his sword, swinging it through the air at Yang, as his Semblance activates. As Yang flies through the air...

...the lower half of her right arm separates from her.

Blake and Ben could only stare in horror as Yang goes unconscious and lands back down on the ground. Adam slowly walks toward Yang's unconscious body and swings his sword out to the side, casting blood from its blade. Before he can reach her, Blake throws herself between them, giving him a determined stare.

* * *

Ben, meanwhile, can almost hear his own heart beating. He just stares at Yang's unconscious body as his mind can barely process what just happened.

And he just snaps.

* * *

Adam stares at Blake's futile attempt to protect her friend. He frowns and says, "Why must you hurt me, Blake?"

He attempts to swing his sword as Blake shuts her eyes and waits for the inevitable...

...until Adam was forced to block an unexpected attack from Ben, who charged in and swung his blade at the bull Faunus. His eyes have tears, he's gritting his teeth and his grip is so tight on his blade.

Blake is just as surprised as Adam, but when she tried to scream Ben to stay away, Ben can't hear anything. His rage has both blinded and deafened him. He keeps swinging his blade at Adam, only for his opponent to block his strikes and slash him diagonally across his chest and horizontally across his gut. He coughs up blood as he falls on his knees and Adam punched him in the face, knocking him back.

Blake's tears fell. And her words were finally loud enough to get through to Ben, as she yells out his name.

" **BEN!** "

Ben is lying down on the floor, bleeding and nearly unconscious. Adam approaches him with his blade still drawn. "Is he the one? The one you came to when you abandoned me? You left me for him?" Adam asks, looking at Blake. "Then maybe I should kill him first, just to make you feel how much you hurt me." He adds and swings his sword at Ben...

...but Ben caught his blade.

"What?!" Adam yells out. Ben lifts up his own head and what Adam saw surprised him. Ben's eyes are covered with the same glow the Fall Maiden Amber once had. Except instead of burning fire, his is black energy.

Blake and, especially, Adam were surprised. Ben suddenly punches Adam away and through the windows of the burning cafeteria. Ben then clutches his head in pain.

Is this the Guardian's power?

Blake tries to reach out to Ben and says, "Ben! What's wrong?!"

"Get Yang...out of here..." Ben replied, however, and continued clutching his head in pain.

Blake didn't wanna leave Ben behind, especially with his current condition. She worriedly says, "But I–"

"GO!" Ben yells as he stands back up, the glow in his eyes not disappearing as he draws his blade. "While I still...have...control on myself..." He struggled to say and ran at Adam outside.

Blake's tears keep falling as she reluctantly picks up Yang and left the place.

* * *

Adam dusts himself off as he stands back up. He then sensed Ben charging at him with the same dark glow still on his eyes. Adam blocks a sword swing from Ben, causing a shockwave.

"I've heard of you. I did not expect you'd have this much power." Adam commented.

"Shut up!" Ben yells and pushes Adam away. "I'm going to kill you...Slowly...and painfully!" Ben angrily yells...

...and turns into Ultimate Ben. Ultimate Ben then took off his helmet...

...and revealed his true face: he resembled a male Anodite, but has black and green skin instead of black and magenta. His eyes still have the same glow.

"He was so depressed that he turned to me to take care of you..." Ultimate Ben says as he glows with a black aura. He's referring to normal Ben. "So this is the power of the Guardian. It feels nice."

"What...are you?" Adam asks him.

Ultimate Ben just laughed as he faces the bull Faunus. "Me? I...have no name!" He yells and charges at Adam.

* * *

In the Beacon vault, the elevator opens up as Ozpin, Jaune, and Pyrrha immediately sprint out of the elevator and down the corridor.

"What is this place?" Jaune asks as they keep running.

Pyrrha felt reluctant to talk, but considering the situation, she might as well. "It's... a type of vault." Pyrrha replied.

"You've... been here before?" Jaune asks.

Pyrrha looks away from him instead of replying.

"What would this school need to... hide?" Jaun tried asking, but what he saw next struck him. He sees the Aura transfer machine, stopping in his tracks, gazing wide-eyed at the strange contraption and the comatose girl inside, Amber.

Jaune is confused. What is this? "What? Who?" He tried asking.

Pyrrha could only say, "Jaune..."

Ozpin, however, is in a hurry. "Pyrrha! Get to the po–" He tried saying.

Until a blade comes out of Amber's chest, which somehow stabbed her from behind. Pyrrha gasps, Jaune is wide eyed in shock while Ozpin's expression is both shocked and scared. They were all caught off guard when they get knocked forward by an explosion behind them.

It's Cinder, with her own Slam Cannon. She shifts her nanite weapon back to her regular arm as she smirks in victory.

As Amber barely makes a word with the blade that's piercing her back and chest, she sees Cinder through the glass. She remembered her. The one who attacked her. When the blade that's killing her disappears, Amber's eyes slowly close and she dies, with Cinder being the last woman in her thoughts. Amber's own energy then bursts out of Amber, shattering the glass in its way, and enters Cinder. The new Fall Maiden glows, begins floating, and gains long trails of flame around her eyes, with orange energy swirling around her.

"Thank you, Alpha." Cinder says as she looks at her fiery glowing hands.

It was Alpha who stabbed Amber as he reveals himself, coming out of the pod Amber was in, as if he was a leech getting torn off the pod. Alpha then approaches Cinder as he watches her with awe. "Do you have any other orders, sister?" Alpha asks.

"...You have unfinished business with Ben Tennyson, do you not?" Cinder pointed out, staring at Ozpin while talking.

Alpha would be smiling if he had a mouth as he flies off, about to deal with a pest.

As Ozpin and the two students stand back up, Ozpin readies his cane and says to Pyrrha, "Take Jaune and get out of here! Find Glynda! Ironwood! Qrow! Bring them here right away! The tower cannot fall!"

"But I can help." Pyrrha insisted.

Ozpin, however, slowly turns his head to stare Pyrrha in the eyes instead and says, "You'll only get in the way."

Pyrrha hesitates for a moment but obeys Ozpin, scooping up Jaune and running away. While she does so, Cinder descends to the floor and watches them leave, with the glow, the swirling energy, and the flames around her eyes all disappearing. Cinder turns her attention back to Ozpin, her eyes still glowing for a moment. "This whole time... right beneath our feet. She was right about you." Cinder says to Ozpin.

Ozpin turns his cane in his grip, staring hard at Cinder.

Cinder only shook her head slightly. "Such arrogance."

* * *

 **Alright. Done! How's that–**

 **Oh god! It's Alpha–**

* * *

 _ **How does it feel, pitiful humans? How does it feel to see your heroes slowly wither away. Of course, they'll try keep being strong. But in the end, they're still lower life forms. They will die and burn for all their mistakes. They'll keep fighting. Keep going. But not every road is meant to be crossed. But I am willing to cross any lines, so long as I finally achieve supreme evolution... and I will do everything I can to help sister burn all your heroes. All your hopes and dreams.**_

 _ **They will die. Slowly. And painfully.**_

 _ **And as for Ben Tennyson, I cannot wait...**_

 _ **...until I take your power...and use it to burn everything you stand for. No matter what you do, you will never save everyone. Even yourself.**_

 _ **...Even your team.**_


	47. Burning

_**Greetings, feeble human creatures. Your favorite author is currently running off away from her fears. For now, at least. As you see the end of everything, know that we have only just begun.**_

 _ **And I can't wait to watch your heroes burn.**_

* * *

Only flashes of green and vermillion are illuminated in the darkness. More flashes can be seen as Ozpin and Cinder Fall clash weapons against each other, a cane against a giant nanite blade. After the clash, Cinder slides back, using her hand to melt the floor below her, and summons ice crystals from the newly-formed substance, hurling them towards Ozpin. Ozpin deflects them all by moving at superhuman speed, and then darts forward and delivers a bunch of strikes at Cinder with his cane, but Cinder blocked them all with her nanite shiele. However, Ozpin managed to launch her back with the last blow. Cinder then floats mid air by unleashing her Maiden power. Ozpin then slams his cane into the floor, forming a spherical force-field around him. Cinder then unleashes a powerful fire blast, with Ozpin leaping into the attack with the barrier protecting him. As he closes in on her, a small, white explosion occurrs.

* * *

Explosions occured just outside of the cafeteria. Looking close, Ultimate Ben and Adam Taurus are at it, clashing their blades, the sparks illuminating the whole dark grassy area. The two continue to do so until Adam managed to push away Ultimate Ben. Adam then charges up his blade in his sheathe as Ultimate Ben charges back at him. Adam then glows red as he swings his blade at Ultimate Ben, which cut off the hyper evolved human's arm, causing him to trip over behind Adam. Adam smirks and faces his opponent once more, only to see Ultimate Ben get back up and regenerate his whole arm so fast, including the sleeve of his coat, which is strange. Adam barely reacted as Ultimate Ben attempted to punch Adam, who blocks the attack with his blade.

"Nice knife." Ultimate Ben mocked and punched Adam again, this time, in his cheek and caused the faunus to get launched backwards.

Adam gets back, rubbing his sore cheek, as he angrily yells at his opponent, "Why won't you die?!"

Ultimate Ben merely laughed as he starts glowing with dark energy. "Hyper evolution, son. It makes me surpass the physical limits of the body." Ultimate Ben explained, almost mockingly. "You can't hurt me, Taurus."

"But I can."

Ultimate Ben is caught off guard by the voice as he turns around...and gets grabbed by Alpha. "You're –" Ultimate Ben tried to say, but he was cut off when Alpha started absorbing his energy, causing him to scream in pain.

"The energy you possess... It's much greater than anyone I have drained dry. Almost limitless...But not enough to give me what I want..." Alpha says and after absorbing enough of Ultimate Ben's energy, he drops the hyper evolved human on the ground, with Ultimate Ben turning back into normal Ben.

Alpha then gained a black marble-like core on his chest, with black veins that scattered around his glowing red orange body. It's his stage 1 evolution.

Adam spits blood out from his mouth as he approaches his ally. "Took you long enough." He angrily says. He looks back at Ben and draws his blade. "What do we do with him?" He asks.

Ben weakly gets back up and draw his blade. He must be blinded by rage or just really determined as he charged at Adam, screaming in anger. But Adam merely swings his blade at Ben...

...destroying his sword and wounding his chest. Ben sprawls over the ground from the attack, nearly unconscious and bleeding. His vision is starting to fade.

Alpha, or right now with his current evolution status, Alpha Beta, stares at the bleeding Ben on the ground. Alpha then suddenly grabbed Ben's left wrist, where the Omnitrix is, and then starts hacking it. Once he let's go, the Omnitrix is no longer active.

The Omnitrix was turned off.

"Grimm are attracted to negativity. We've broken him enough. A slow death by getting eaten by Griffons is a fitting death for him. And he has nothing to use to save himself." Alpha Beta says and starts floating away.

"Didn't you have a personal grudge against him?" Adam asks as he sheathes his blade and follows Alpha Beta.

"I realized it is my brother, Rex, that I hate. Benjamin was just the tool used to stop me before. He may die for all I care." Alpha Beta replied and flew away.

Adam looks back at Ben, who's trying to stay awake, but his vision is really blurry now. "Tch." Adam says to himself and left.

Ben just stayed lying there. Too much injuries. Too much pain. No weapon. No Omnitrix. He may actually die now. As tears fall from his eyes, he just closed his eyes.

 _What kind of a hero am I? I can't save my school...I can't save Yang..._

 _I'm sorry..._

Ben said in his head...and became unconscious...

...just as four Griffons arrive and stares at Ben's unconscious body. One even roared and is about to eat Ben...

...until a swift red blur goes past them...and the four Griffons are all beheaded. As the dead Grimm creatures all fall down, Ben remained unconscious in the middle of the pile as a woman approaches him.

This woman wears a shallow cut black dress, five necklaces with an assortment of beads, a red girdle-belt, and a pair of matching gauntlets. An object that looks to be made from the material that covers her hair hangs from the right side of her skirt. She also wears black, thigh-length boots with a red splatter pattern. Her most distinctive feature is a fearsome, full-face mask that resembles the face of a Creature of Grimm. The mask has four eye slits, further enhancing the character's inhuman appearance. She has long black hair and red eyes.

As the woman looks at Ben, she sheathes her giant blade back to her scabbard. She kept staring at Ben...and finally says, "Pathetic."

She suddenly takes out her sword once more, swings her blade once which created a red portal of some sort, then picks Ben up, slings him over her shoulder and enters her portal with him.

And then the red portal disappears while the dead Griffons disintegrate.

* * *

Blake kept running as she tries to take Yang somewhere. Anywhere! As long as it's safe! She kept running. She can't let her own wound stop her.

But before she can reach the docks, a single White Fang soldier stops her tracks.

"Traitor!" The White Fang soldier yelled and pulls out his blade with a chain and starts spinning it around. But before he can even attack the girls, he was bonked on the head by Sun's staff, knocking him out.

"You okay?" Sun asks.

Blake didn't reply and just ran with Yang. "Wait! Lemme help you!" Sun says and chased after Blake to help her carry Yang.

* * *

Weiss stares at what is in front of her, in disbelief. As Ruby and Serious!Ben comes running down the path, Zwei barks to alert Weiss to her teammates' presence, and Weiss turns around to greet them.

"Ruby! Ben!" Weiss says.

"Finally got here. Where's the other me?" Serious!Ben asks. Weiss points at the sky behind him, causing him and Ruby to look at that direction. And they can barely believe what they are seeing.

In the sky near Beacon Tower, Badass!Ben as Heatblast is currently flying away from the Grimm Dragon. Heatblast then looks slightly behind him and sees his pursuer. Heatblast then completely turns around and starts pelting the Dragon with fireballs and fire blasts, but the attacks barely did anything and Heatblast continued flying away as he slaps the Omnitrix symbol and turns into Big Chill instead.

"He's fighting that by himself?" Ruby asks. "Why doesn't he go Way Big?"

"He's afraid to accidentally destroy the tower. And he can't lure it out of here because it's too attracted to the negativity around it. The best he can do is distract it." Weiss points out.

"Fine. I'll go help him. Two Omnitrices is hopefully enough." Serious!Ben says.

"Wait! Where are Blake, Yang and Ben?" Ruby asks Weiss...who looks down in sorrow. "Weiss?"

Weiss steps aside, giving Ruby a clear view of something that shocks her: Blake and Yang lying on the ground, injured. Yang has her right arm cut while Blake has a bleeding stomach. Both girls have bandages wrapped around their wounds, with Yang unconscious. Behind them sit Nora and Ren, who are too battered and bruised to fight. Ruby reaches out and opens her mouth to say something, but in her emotional state, she doesn't know what to say.

"I'm so sorry!" Blake says to he unconscious Yang as she holds her friend's hand, crying.

"Where's... Ben?" Ruby asks.

Weiss remained looking down as she replies, "He didn't arrive with them."

Serious!Ben felt pity. Of course he does. He may still be a clone, but he's still a Ben. He's worried for Yang. But now's not the time to be mourning. Now's the time to be moving. "He'll be fine." Serious!Ben says. "He's the original me. He can take care of himself. Right now, we must get moving. Me and the other me will try and take down the giant Grimm. You guys need to get moving." He adds...

...until they're interrupted when Badass!Ben crashes down on the ground, his Aura gone and wounds are all over his body.

"Ben!" Weiss and Ruby yell. As Weiss kneels down to cradle the cocky clone in her arms, Serious!Ben and Ruby look to where Badass!Ben came from.

The Dragon Grimm is currently climbing up the Beacon Tower and roars in victory over the clone.

"Sorry...guys..." Badass!Ben weakly says as they all look at him. "If only I just went Way Big...Heh...Guess other me is right...I'm just...cocky..." He says his last words as his body cracks like glass...

...and he shatters, disappearing like dust. He's a silicone based clone, so he shatters instead of dying like a normal human being.

"B-Ben?" Weiss says, nearly about to cry.

"No..." Ruby whispers.

"Guys, he and I are just clones. If we die, it doesn't matter. As long as the original lives, your team will still be whole. Right now, we have to go." Serious!Ben suggests.

"But..." Ruby says.

"Ruby, I admit myself that I was just made to be a guard. I'm just a tool and I accept that. My life is nothing compared to the real Ben. So you have to go while I hold off that Dragon!" Serious!Ben interrupted.

"But Jaune and Pyrrha are still in there!" Nora says as she attempts to stand, but she quickly sits back down, groaning and holding her side.

"What?!" Ruby yells in surprise.

"I...I see..." Serious!Ben says. "...I'll go find them and take care of that Grimm. You guys need to–"

"Quiet!" Weiss suddenly yells, surprising them all. "You are not doing this alone." She says to Serious!Ben. "Have you forgotten that we're a team? Or do clones not have the memories of their original?"

Serious!Ben realized his mistake. He looks down in shame upon realize so.

"She's right." Ruby adds. "You're not a tool. You're a teammate. We'll find Jaune and Pyrrha." She says firmly.

The strict clone looks back up at his teammates. They're right. If this must be done, it must be done as a team. "Okay. Let's find them." He replies, ready to do one final bout.

* * *

Ruby, Weiss and Serious!Ben arrive near the tower as the giant Grimm Dragon kept circling around the tower. But before they could even arrive, Jaune is suddenly calling on Weiss' scroll. "It's Jaune!" Weiss exclaims as she looks at her scroll, causing her and her teammates to stop running. She answers the scroll and puts it in loudspeaker. "Jaune, where are you?" She asks.

"Weiss, please! You have to stop her!" Jaune says through the scroll, in a tone of worry and sorrow.

"What?" Serious!Ben asks.

"Pyrrha! She's going after that woman at the top of the tower! She doesn't stand a chance!" Jaune pleaded, like he is about to cry.

The trio all look at each other in worry, with Weiss replying to Jaune, "Jaune, what are you talking about!? Where are you?"

"DON'T WORRY ABOUT ME!" He yells...and his tone going back to a tone of pure sadness. "Please, you have to save Pyrrha..."

"We will. Are you okay?" Weiss asks. However, instead of a reply, the trio hears Jaune screaming in anger...and his call died. "Jaune? Jaune!" Weiss exclaimed, but it's obvious that Jaune will no longer reply.

"There's no time! Let's go get Pyrrha!" Serious!Ben points out, with both girls nodding, almost reluctantly.

However, something just crashed behind them, causing them to look behind and see a wall of dust and smoke. The smoke clears up... and they see Alpha Beta, staring at them. "Alpha? You're here? How?" Serious!Ben asks.

"I did the exact same thing last time I was imprisoned in that wretched dimension: Find a broken rift and escape through there." Alpha Beta replied.

Serious!Ben grit his teeth and readies his Omnitrix. "You two get to the tower and save Pyrrha. I'll hold off Alpha." He ordered.

Ruby and Weiss can't really argue with that. There's no time to argue. So the White Rose duo ran to the tower as the clone and the living nanite face each other.

"I find it interesting that you are still standing after what I did to you. And I see your device is working again." Alpha Beta says, which surprised Serious!Ben.

"What do you mean? Did you actually meet the original?" Serious!Ben asks.

"Original? I see...So he can create clones of himself. Strange. No matter. Like him, I shall put you down until you can no longer fight. I cannot allow anyone to interrupt sister." Alpha Beta says and the black veins on his body and the black marble on his chest starts glowing and he starts crackling with electricity. "Unlike your original, however, I shall kill you myself." He says and fires an energy at Serious!Ben, who dodges and slaps down the Omnitrix and turns into Feedback.

"I'm gonna blast you back to the Null Void if I have to... But you're not going to stop us." Feedback says firmly and fires a bolt of electricity at Alpha Beta.

* * *

Once she steps through the entrance, Pyrrhs runs to the nearest elevator and uses her Semblance to force the doors open. Inside, she finds that Cinder has left a large hole in the floor and roof of the elevator on her way up. Pyrrha steps inside the elevator, closes her eyes, and begins mustering all of her strength. The elevator begins shaking. She focuses even harder, straining herself, until the elevator begins a quick ascent toward the top.

As she ascends, she tries to remember what happened before she did this...

* * *

 _Earlier..._

Jaune and Pyrrha run out of the front door of Beacon Tower, with the muffled sounds of Ozpin and Cinder's fight heard from inside.

Jaune, as he pants and breathes heavily, says, "Okay, I think I have Glynda's number." He turns away, looking at his scroll. "Oh, where is it?"

Pyrrha turns and stares silently at Beacon Tower. But Jaune's voice soon breaks her concentration.

"Pyrrha? What was all of that?" Jaune asks.

Pyrrha doesn't know what to say. Can he even understand the situation? All she can say is "I..."

Their conversation is interrupted by an explosion coming from inside the tower. It's clear that Ozpin didn't win the fight.

"But... Ozpin..." Jaune mutters.

"There's no time." Pyrrha says to herself. She shakes her head, then looks at Jaune, quickly adopting a determined tone, saying, "Go. Get to Vale and call for help."

"Huh? What are you gonna do?" Jaune asks...and he got his answer when Pyrrha slowly turns her head to stare up at the top of Beacon Tower. Following her gaze, Jaune realizes what she plans to do. "No... no, Pyrrha, you can't. You saw how powerful she is!" Jaune tried to convince her. "Pyrrha, I won't let you do–"

Suddenly, Pyrrha grabs Jaune's head in both hands and silences him with a long kiss on the lips. After a moment of hesitation, he gently pulls her in and returns the kiss, while Pyrrha slightly raises her foot behind her. She then pulls away, ending the kiss, and stares into his eyes, one hand on his cheek and the other on his chest.

Pyrrha is nearly crying as she says, "I'm sorry." She then uses her Semblance on his armor, pushing him directly into a nearby locker, which slams shut from the impact.

"Hey! Wait! Stop, stop! Pyrrha, please don't do this!" Jaune pleaded, but Pyrrha instead walks over to the locker and begins typing coordinates into it. She looks him in the eyes one last time, before stepping back and watching the locker fly away. Once it vanishes into the distance, she clenches her fists and, once again, adopts a determined demeanor as she walks toward the tower.

* * *

 _Now..._

At the top of the tower, in Ozpin's office, a large amount of smoke flows out from the elevator, masking the entrance of Cinder. She confidently strides to the window across the room, a smirk on her face. As if sensing her presence, the Dragon climbs up to the top, peers at her through the window, and screeches.

"Shhhh... This is your home now." Cinder says to the Grimm with an oddly soothing voice.

The Dragon stares at her and utters a shorter, quieter screech. Cinder backs away from the window and holds her hand out to the side, creating a fireball in her palm. The sound of sparks distracts her, and she looks over her shoulder at the elevator, her fireball dissipating. After a few moments, the sparks come to a stop, and immediately upon the elevator doors' opening, Pyrrha's spear flies toward Cinder, who casually leans to her right to dodge with a smirk on her face.

The spear is soon followed by Pyrrha's shield, backed by Pyrrha herself, and Cinder puts her arms up, blocking it and pushing it away. While Cinder uses fire to hover in the air, Pyrrha calls her spear and shield back to her with polarity, staring down her opponent. Cinder gains a fiery glow around her eyes and swipes her hand through the air, attacking Pyrrha with an arc of fire. She then shoots a stream of fire, which Pyrrha dives over.

Six small fireballs form in a circle behind Cinder, and she sends another streak of fire toward Pyrrha, who barely avoids it. Once again, the Maiden sends a stream of fire the young redhead's way, but this time, Pyrrha blocks it with her shield. She leaps toward Cinder, powering through the flame, and as soon as the fire stops, she spins around and slashes Cinder's arm with her spear. However, Cinder catches the blade and pulls, turning Pyrrha around. Cinder slams her palm into Pyrrha's stomach, and fire bursts forth, blasting Pyrrha away.

Pyrrha slams into a wall and falls to her hands and knees. She then stands back up and faces Cinder with determination still in her eyes. Cinder propels herself forward with flames jetting from her hands, smirking once again. She attempts to slam into Pyrrha's abdomen, but Pyrrha leaps into the air above her and wraps her arm around Cinder's. As Cinder slows to a stop, Pyrrha positions herself to place her feet on the wall behind her and pushes off, flipping herself over Cinder. She uses the momentum to flip and toss Cinder across the floor.

Cinder lands on her front and, as she slides, she pushes off the floor to get back on her feet and perform a back-handspring. Her smirk turns into a look of slight concern upon the sight of Pyrrha charging forward to slam her shield into Cinder's abdomen and push her over. As Cinder stumbles backwards, Pyrrha hits Cinder's right hand with the blunt end of her spear, then slashes Cinder's left hand with the spear's blade. She then spins around and slashes across Cinder's abdomen and legs.

Pyrrha spins around to attack again, but Cinder performs a backflip whilst kicking Pyrrha, with flames trailing behind her foot. The kick knocks Pyrrha into the air, and Pyrrha quickly rights herself. She flips her spear in her grip, holds it back, and then tosses it toward Cinder while firing the gun mechanism. Six fireballs appear around Cinder again, but they dissipate when Cinder backhands the spear away. Pyrrha's shield then flies toward her, and she hits it away, as well. After being momentarily distracted by the shield, Cinder returns her attention to Pyrrha and gains a look of slight surprise, then annoyance.

Pyrrha launches herself toward Cinder and puts her arms around her, tackling her. The two turn each other in mid-air, fighting to be the one on top. Upon their landing, the room fills with a white cloud. When the dust settles, Pyrrha has Cinder in a choke hold, and Cinder is barely managing to hold Pyrrha's spear away from her neck. The Dragon flies away, and Cinder's eyes begin glowing as she applies heat to the spear in her hands. Her grip tightens as she heats the spear more and more, staring over her shoulder at Pyrrha.

Upon hearing a loud screech, Cinder turns her gaze ahead and smirks, while Pyrrha gains a look of fear. While Pyrrha sets her focus on the Dragon that is flying toward the tower, Cinder finally snaps the spear's melted blade into pieces. Just before the Dragon slams its wing into the roof of Ozpin's office, Cinder elbows Pyrrha in the abdomen. The room fills with a green glow as the windows shatter and Pyrrha goes flying across the room. Giant cogs and debris come crashing down in the office, and the structure containing the CCT's transmitter falls to the ground outside, in pieces.

Pyrrha crawls toward her shield, while Cinder watches on from her position levitating off the floor with flame jetting from her feet. While looking for a way to distract Cinder, Pyrrha notices Ozpin's collapsed metal desk and uses her polarity to throw it at the corrupt Maiden, knocking her to the floor. She then quickly grabs her shield and rolls across the floor, sitting up on her knees and holding the shield up. With a burst of flame, Cinder throws the desk off of herself and levitates in the air.

Pyrrha rolls out of the way of two streams of fire that Cinder sends her way and attempts to block a third. However, the force of the third sends Pyrrha tumbling backward, and the floor momentarily catches fire while Pyrrha rolls to her feet. From behind the wall of flame, Pyrrha throws her shield at Cinder, who confidently backhands it away. She then looks up in surprise to see a multitude of giant cogs floating in the air around her. Using her polarity, Pyrrha directs her shield to knock Cinder's feet from beneath her and then slams a cog down on Cinder's abdomen to pin her to the floor. She calls her shield back to her arm, then brings the cogs together into a pile on top of Cinder. However, Cinder blasts them away with a powerful burst of fire, sending them in all directions. One of the cogs flies toward Pyrrha, who raises her shield to block, in vain. The force of the impact slams her into the remains of a wall, taking away the last of her Aura.

* * *

Serious!Ben falls down, his whole body is completely gray, his eyes pure white and his Aura is gone. Alpha Beta had managed to absorb all his energy.

"I...failed you..." Serious!Ben whispers in the air...

...as he turns into ashes and gets blown away by the wind. And his Omnitrix shatters like glass as well, as it is part of himself as a clone.

Alpha Beta looks at his right hand with great pleasure. But then gets disappointed. "Still not enough... I need more..." Alpha Beta says to himself.

* * *

Ruby and Weiss fight off Grimm, but Ruby realized that this is a waste of time. They need to–

"We've gotta hurry!" Ruby yelled.

Weiss looks around for a moment, before casting a series of glyphs up the side of the tower.

"You can do this." Weiss trusted her teammate.

Ruby runs forward, then uses her Semblance to propel herself up to the first glyph. She then sprints up the wall, the glyphs propelling her forward and keeping her from falling off.

* * *

Cinder forms an obsidian bow in her hand. As she raises it up and draws back an obsidian arrow, Pyrrha charges forward, spins, and throws her shield at her. Cinder looses the arrow, which shatters upon impact with the side of the shield. However, as the fragments part ways above and below the shield, they glow orange and rejoin each other on the other side. The fragments melt into each other and cool into the shape of an arrow, which continues on its path directly into Pyrrha's ankle. Pyrrha collapses in pain. She attempts to pull herself to her feet, but the pain is too much. Both ends of the arrow break off, making removal impossible. She turns over onto her hands and knees as Cinder moves to stand in front of her.

"It is unfortunate that you were promised something that was never truly yours." Cinder says as she lifts Pyrrha's head up to look at her, eye to eye. "But keep in mind... That I will use it in ways you could have never have imagined."

Pyrrha, however, shakes off Cinder's hand away and looks at her with a serious look. "Do you believe in destiny?" Pyrrha asks.

Cinder...

...smiles. "Yes...And so should you." Cinder replies as she suddenly sprouts a black nanite needle from her palm.

Nearby, Ruby finally reaches the top of the tower, landing in a kneeling position. She looks upon the scene, seeing Pyrrha sitting with her eyes closed, accepting the fate that awaits her.

Cinder then stabs Pyrrha with the nanite needle, right in her heart. Ruby watches in horror as Pyrrha gasps in pain, the wound in her chest emitting a red glow. Cinder retracts the needle back in her hand as Pyrrha falls down on the ground, not uttering a word as her eyes closed.

Ruby saw everything with her silver eyes, which widen in despair and become filled with tears.

Did...Did Pyrrha...die?

Ruby couldn't take it. She can't. It's too much for her to take it all in.

Ruby clenches her fists, curls her arms to her body, and then suddenly flings her arms out to the sides, beginning to levitate slightly off the ground. Brilliant white light flows from her eyes as she screams out the name of her dear friend.

The white light envelopes her, spreading out to the Dragon and Cinder.

The Dragon screeches while Cinder yells, "What?!"

Everything just went white...

* * *

Alpha looks at the top of the tower with his wide open white eyes. There's some sort of white light coming from the top. "Sister!" Alpha Beta yells and he immediately flies to the top.

* * *

 **Next time on RWBBYVerse...**

* * *

"That thing, whatever it is, doesn't seem to be dead."

"What's the last thing you remember?"

"Blake ran!"

"He'll come back, right?"

"This is all his fault!"

"You have your first orders: Find and destroy Ben Tennyson!"


	48. Burned

**Author's Note –**

 **–:28%720$+**

 **wox19$-2(*pfnw**

 **Error. Please proceed with caution.**

* * *

Ruby slowly wakes up, seeing herself in a familiar bed: hers. She sits up her bed, feeling pain all over her body. As she looks around her room...

...she sees her father sitting on the side, asleep from watching over her. Ruby sighs quietly, which caused her father to wake up and see her awake.

"Ruby!" Taiyang says as he gets up and runs to kneel by her bed. "You're awake!"

"Ugh... what happened?" Ruby asked.

Taiyang sighs at the sight of his daughter being alright. He then replies, "Your uncle Qrow found you, unconscious. He got you out of there, though, and brought you home safe."

Ruby looks down in thought for a split second, then looks at Taiyang, asking worriedly, "Wait! Yang! Is she alright!?"

"Uh... She's uh..." Taiyang says, not sure what to say. "...she's gonna be alright. I think she's just... I think it's just gonna take some time for her to get used to things. She's too strong to let this stop her." He says as he covers his eyes for a moment, sniffling, then looks up, smiling. "I'm just glad to have my girls back at home."

"What happened to the school!? And Vale!? Were they able to clear out the Grimm?" Ruby asked frantically.

Taiyang looks down. "Things at Vale are under control, but the school... It's... it's not that simple. That thing, whatever it is, doesn't seem to be dead. Don't get me wrong, you did a number on it. But it's not disappearing. It's... kind of... frozen. I know that doesn't sound too bad, but it keeps attracting more Grimm to the school." He explained grimly.

Ruby tilts her head. "I did... what?" Ruby asks.

Taiyang didn't quite catch that. "Hm?" He asks.

"You said I did a number on it. What do you mean?" Ruby asked again.

Taiyang looks down. "I..." He tried saying, but decides to not say it and says, "Look that's not important right now. We can talk about it later. Things are just... kind of a mess."

"It's always a mess."

Ruby and Taiyang look to see Qrow suddenly standing in the room, near the door. He finishes off the contents of his flask before continuing, "Mind if we have a minute?"

Taiyang seemed skeptical. "What, I can't stay here!?" He asks.

"Tai. Please." Qrow genuinely pleaded.

Taiyang stands up, sighs, and then leans in to kiss Ruby on the forehead. "I'm glad you're alright. He says as he starts walking away. "I'll go make us some tea."

Taiyang glares at Qrow on the way out, but the latter doesn't appear to care. As Qrow approaches Ruby's bed, he grabs the chair and drags it with him. He then spins it around to face the bed and sits in it with a significant slouch, crossing one leg over the other.

"So, how you feeling?" Ruby's uncle asked.

Ruby looks at herself before answering with, "Um... I kind of hurt... all over."

Qrow chuckles at her answer. "That makes sense, after what you did." He says, crossing his arms.

"You guys keep saying that! That I did something!" Ruby complained. "What are you talking about!?"

Qrow uncrosses his arms and legs, leaning forward in the chair, saying, "What's the last thing you remember?"

Ruby looks down, trying to remember. "I ran up the side of the tower, and when I got to the top, I..." she says and stops as she gasps, sadness in her eyes. "Pyrrha! Is she...?" She asks worriedly.

Qrow looks down. "We didn't find her body. She's gone." Qrow says reluctantly. Ruby deserved to know.

"I..." She says, tears beginning to fill her eyes. "I... I got to the top..." she continued, beginning to cry. "...and I saw Pyrrha... and Cinder..." She went on, gripping her blanket, tears falling onto it. "...and then everything went white!" She ended, still crying, which is understandable, considering the situation...

Qrow felt bad for his niece to go through that horrible memory again, but she needs to get it out of her chest. "Anything else?" He asks.

Ruby kept crying and replied , "I remember... my head hurting." She wipes away her tears.

Qrow narrows his eyes, saying, "The night you met Ozpin, what was the first thing he said to you?"

Ruby shook her head. "I... I don't know. I think it was something about..." She tried saying.

"Silver eyes." Qrow interrupted, causing Ruby to look at him. "That's an extremely rare trait."

Ruby seems confused. "So?" She asks.

"You're special, Ruby." Qrow replied. "And not in the 'Daddy loves his special angel' kind of way. You're special the same way your mom was. Remnant's full of legends and stories, some of them true, some made up. But there's one Oz told me from a very long time ago. Back before Huntsmen, before Kingdoms, it was said that those born with silver eyes were destined to lead the life of a warrior. You see, the creatures of Grimm, the most fearsome monsters mankind had ever encountered, were afraid of those silver eyed warriors. They were the best of the best. It was said that even a single look from one of these fighters could strike a Grimm down." He explained, until he rolls his eyes, chuckling and admitting, "Heh. It's a ridiculous story."

"But... you think that I might be..." Ruby asks.

Qrow chuckles. "Well, a giant monster is currently frozen on top of Beacon Tower. And you're here, safe in bed." He replied.

He gets to his feet and walks over to a window, leaning on the sill and staring outside.

"Wait, wait, how did you know what Ozpin said to me... the night we met?" Ruby asks.

Qrow kept looking out the window, as he replies, "All those missions I go on... all the times I'm away in some far-off place... it's been for Ozpin. But he's missing now. Something's been set in motion. With Oz gone, I'll have to pick up where he left off."

"And what could I do?" Ruby asks, causing her uncle to look at her. "If I'm so special, then I can help, right?" She asks.

Qrow smiles at his niece. "You really wanna help? Get some rest. You're in no condition to go anywhere right now." He replies and starts heading to the door. "Besides, our enemy's trail leads all the way to Haven. That'd be quite a trip for a pipsqueak like you." He continued, winking. "Catch ya later, kiddo." He says, leaving.

Ruby sits alone for a while. She looks at the window that Qrow looked out of, then stares at herself in a mirror hanging on the wall across from her bed.

* * *

Yang sits alone in a spare bedroom, staring out a window. Her remaining piece of Ember Celica rests on the nightstand next to the bed as Ruby stands in the doorway.

"Yang?" Ruby asks with a sad tone. She waits for a moment, but when she receives no response from Yang, she turns to leave...until...

"Ruby." Yang finally replied.

Ruby turns back around, and Yang turns her head to look at her younger sister, tears now in her eyes. Ruby runs over and hugs her. "I'm so glad you're okay!" She says tearfully.

...

...

...

"But I'm not."

Ruby is surprised at her sister's words as she releases the hug.

"It's all gone - the school, Penny, Pyrrha, and..." She says and looks at her severed arm.

"Yang, where are Weiss and Blake?" Ruby asks worriedly.

"Weiss' father... came for her." Yang replied.

Ruby's eyes widen. "What? What do you mean?" She asks.

Yang looks down, replying with, "No one outside of Vale knows what happened here. Before the tower fell, the last thing people saw was Atlas attacking innocent people and Grimm destroying the city. Everyone's scared. No one knows who to trust. So, Weiss' father came to take her back to Atlas, where he thinks it's safe. She's gone."

Ruby then asks, "Well, what about-"

"And Blake ran!" Yang yelled, surprising Ruby. "Sun saw her go. After we got to the city, she just... ran!"

"But... why!?" Ruby asks.

Yang looks down. "I don't know..." She says...then looks away angrily. "...and I don't care."

Ruby looks down in worry...until one more person came to mind. "Ben! Where is he? He'll be back, right?"

Yang didn't respond.

"Yang?" Ruby worriedly checked on her sister.

"If he really wanted to come back...he should've done it a long time ago..." Yang replied.

"But Yang..." Ruby tried saying.

" ** _This is all his fault_**!" Yang yelled, looking at Ruby with her eyes red instead of lilac. "All that power he has! All those skills he claimed he had! All those stories of himself...! ...And he still couldn't save us all..." Yang added, her eyes returning to normal, tears falling from her eyes. "He could've saved us...But he never came back..."

"There has to be a reason he–" Ruby tried to reason with her sister.

"No, there doesn't!" Yang yells again. "Sometimes bad things just happen, Ruby! ...He and I are done."

Ruby wanted to say something...but nothing escaped her mouth.

It was just silence that filled the room...until...

"So, what do we do now?" Ruby asks.

Yang looks away. "You can do whatever you want. I'm gonna lie here." She replied.

"Yang..." Ruby mutters.

Yang refused to cooperate, saying, "Just leave me alone."

Ruby reluctantly, slowly leaves the room, but she pauses in the doorway, looking over her shoulder to say one last thing. "I love you." She says...

...and left.

A leaf falls from the tree outside Yang's window and slowly drifts to the ground. Yang looks outside her window, not even bothering to wipe away her tears.

* * *

A long of time has passed...

Ruby steps outside, wearing a backpack, and quietly shuts the front door.

"Hey."

Ruby turns around and sees her friends. She speaks to the one who addressed her. "Hey, Jaune." Shs says, with Jaune doing a sad smile. "Haven's a long way to go." She points out.

Jaune nods and replies, "I know. It's the only way we have."

Ruby asks, "Are you sure you want to come along?" She's kinda worried about Jaune's emotional state.

"The journey will be perilous..."

It's Ren alongside Nora. "...and whether we'll find answers at the end is entirely uncertain." Ren points out.

"But we wouldn't be here if we weren't up for it." Nora adds.

Ruby smiles. "Then let's get started."

The four begin their long trek, down the road leading away from Taiyang's home.

* * *

Alpha Beta looks at the unconscious Cinder as they remain at the top of the tower. Alpha Beta rests her back on wall as he looks at her in worry.

"What shall I do?"

Alpha Beta looks at the one who talked to him. "You have your first orders: Find and destroy Ben Tennyson!" He yells.

"Yes sir."

Alpha Beta stares at the person in front of him...and says one more thing. "From now on, your name is Revenant... No longer Pyrrha Nikos." He says.

"As you wish, master."

Pyrrha Nikos, or Revenant, replied as her gray hair flows through the wind, he silver armor shining brightly with the moonlight and her red eyes glow terrifyingly. Nanites flow inside her mind and body.

A fate worse than death.

* * *

 **Ending Song – The War Still Rages Within:**

Looking down on the cars on the highway

The stream of tail lights

Everybody advancing together

Do so willingly sacrifice rights

When people accept they're cogs in the system

Give up free will, conform

Individual pieces of dust swirl together

Become a full storm

Looking down on the burgeoning city

The skyscrapers rise

Even men with the greatest intentions

Start believing their own lies

We can borrow from the future

But eventually someone's got to pay

The only way out of the cycle

Is to strike out and pave your own way

Yeah

We all fight our own fight

Will you fuel the desire to win

Always struggling with the truth

Of the life that might have been

But no matter how jagged your path is

You'll always come back to the road

When the dust of battle settles

The war still rages within

 **(Song from Metal Gear Rising)**

* * *

Ben wakes up, his vision quite blurry. Once it cleared, he sees that he's in some sort of cave. He sits up from his makeshift mattress and sees that his shirt and jacket is gone. He's not wearing anything on his upper body. All he has are bandages over his slash wounds. He noticed that there's a campfire in the middle of the cave...

...and a woman sitting on a rock on the corner of the small cave, her arms crossed and her eyes closed under her mask. Is she asleep?

Ben didn't care anymore. He just stands back up, picks up his shirt and jacket and starts leaving the cave.

"Where are you going?"

Ben stopped walking and looked at the woman. It seems she's not asleep after all. "I'm..." Ben tried replying, but didn't know what to say, looking down, sighing. "I don't know."

"Hmph. You're not going anywhere." The woman says, remaining seated, arms crossed and eyes closed. "Your little toy is broken and you don't know where you are." She points out.

Ben is a bit surprised that this woman knows what the Omnitrix is...But he looks at it and sees that it's not even active anymore. He sighs.

"You're not leaving... until you complete your training." The woman replied.

"Training?" Ben asks, confused. "Who are you?" He asks.

The woman opens her eyes and looks at Ben.

"...Raven."

* * *

 **To be continued...**


	49. Up Next!

**I'm back! Whew. Alpha's been chasing me. Good thing I lost him and...**

 **...wait...What has happened to everyone? Ben? Yang? Noooooooo!**

* * *

 **bcarandang1, aka Jade, has entered a state of sleep. Please wait for her recovery. In the meantime, she wished to show you all this schedule for her plans.**

* * *

 **Next up in RWBBYVerse:**

The Disciple of the Raven Arc: Raven has taken in Ben to train him to use his Guardian powers without losing control. But can Ben withstand the abusive methods of his new sensei? Or will Raven see something in Ben?

Golden Emerald Arc: A lot of you have noticed Ben and Yang got together fast. Because to us, it was just them hooking up fast. To them, it was an adventure of a lifetime. Witness as Yang, though bedridden, can still reminisce about what really happened between them... and it was one hell of an action packed adventure.

A God and Monsters Arc: As team RNJR travel, they end up in getting sent to an alternate future by a woman clad in white. And they meet Ben 10,000...a Ben who has lost everything. What can Ruby do to ease her old friend's pain?

Volume 4 Arc: **Error. Data Not Found.**

* * *

 **Thank you and have a nice day** **.**


	50. Up Next - Update

**Further update.**

* * *

The Guardian Arc: After training from Raven, Ben decides to go out there and reunite his old team. Armed with nothing but his Guardian abilities, a broken Omnitrix and a mysterious sword given by Raven, Ben sets out to travel the world in search for his teammates.

The Guardian Arc, Part 2: He only got Weiss from his original team, but he also got Coco and Velvet to join in. Hearing about the threat in Haven, team CWBV (Cub) set out to go to that very place. And after Ben finds out about what Yang thinks of him, who will he turn to? Why, no one else but...wait... Weiss, Coco and Velvet all like him? Oh boy...

* * *

 **That is all.**


	51. God and Monsters

**Back. Been a while. I'm going through a...very hard problem in life. So my posts will be slower than usual. I'm just...beat up with all my problems.**

 **Go ahead and read.**

* * *

Team RNJR, composed of Ruby, Nora, Jaune and Ren, have stopped in the middle of the forest to camp. After they have started a campfire and started cooking up the food they brought, Ruby noticed Jaune with his million yard stare at the fire. She's aware he's thinking of Pyrrha. She goes beside him and puts a reassuring hand on his shoulder. "Jaune...I'm so sorry about..." She tried saying.

"It's okay. I'm fine." Jaune interrupted his friend.

"Jaune, if you want to talk, you can just tell us." Nora points out.

Ren nods and adds, "They're right. We're all friends here."

Jaune sighs as he stands up and heads out somewhere on his own. "I need a breather..." He replies instead and walked away.

Ruby, Nora and Ren all look at each other in worry.

* * *

Jaune sits on a cliff side, his feet dangling on the edge. He thinks about everything that has happened. About Pyrrha. He lost her. After all the time they've spent together. Maybe.. if he does this...he can meet her again...but...

He's not aware, however, of a ghost of a familiar beautiful redheaded lady hugging him from behind.

However, he suddenly hears a bunch of roars and gunshots from their campsite. He gets back up and runs back to the camp.

* * *

Jaune returns to see his friends fighting off Grimm. He pulls out his sword and assists. As team RNJR fight off the Grimm, a bigger Ursa arrives and roars at the team.

But before they could even fight it, a portal seems to have opened behind it and a woman in a white hoodie and mask covering her mouth and nose comes out, with her scarf that's forming her hoodie flowing through the wind as if it was her wings.

The woman lifted a bunch of snow particles and turned them all into ice shards. She then fires the hundred shards at the Ursa Major, killing it.

"Whoa..." Ruby says in awe of the mysterious lady...

...until the lady herself flies at Ruby and grabs her then takes her to the portal, kidnapping her. "Help!" Ruby yells as she is pulled away and taken to the portal.

"Ruby!" Jaune yells and chased after the woman and Ruby. Nora and Ren followed their leader as they all enter the they're all in, the portal closes.

* * *

The woman carrying Ruby comes out of the other side of the portal with Ruby still in her hands. Ruby tried to struggle to get off. "Let. Me. Go!" She yelled and smacked the woman in white on the side of her face with Crescent Rose, causing her to let go of Ruby and sprawl over the ground, knocked out.

As Ruby recovers from her fall, Jaune, Nora and Ren all come out of the portal as well and run to Ruby's side. "Ruby! Are you alright?" Jaune asks.

"I'm fine! I'm fine. Just...a bit hurt on my butt." Ruby says, massaging her sore butt from her 'landing'.

Once Jaune helps her get up, they see that they're no longer in the snowy forest. They're in some kind of futuristic city with tall skyscrapers.

"Whoa...Are we in Atlas?" Nora asks Ren

"I think so." Ren replied.

The team all look around them. The city seems huge. Not just that, but the cars are flying instead of driving down roads. People all have fancy gadgets that seem more advanced, even more advanced than Atlas tech.

However, their gaze were all interrupted when an explosion nearby occurs. People started running away from the explosion. From the fire and smoke, out comes an Cyborg Beowolf. It's more machine than Grimm now as most of its parts are metal and even has weapons attached to it. It roars in triumph as it scares people away.

"A cyborg...Grimm?" Jaune asks.

"That is so cool..." Ruby drooled.

"Maybe instead of admiring the abomination, shouldn't we be taking care of it?" Ren points out.

"With pleasure!" Nora yelled and activated her weapon, Magnhild, and charges at the cyborg Grimm. She jumps at it and attempts to use her hammer to slam it down, but the cyborg Beowolf simply swatted her away, causing her to crash into a wall.

"Nora!" Ren yelled in worry and ran at the enemy, firing his guns at it. However, the cyborg simply blocked all his attacks and then fired it's shoulder mounted gun at Ren, the blast from the gun electrocuting him and knocking him out.

Ruby and Jaune prepare themselves as the CyberWolf runs on all fours at them. However, a beam of light hits the enemy, causing it to get frozen in ice. Ruby and Jaune look to where the beam came from and it was from the same white cloaked woman that took Ruby earlier.

The mysterious woman in white then stands back up when the cyborg breaks free from its ice casing. It ran at her as she creates five different looking small Glyphs on her right arm. The second small glyph turned red and suddenly, red energy started to gather in both her fists. "Feuerstrahl!" She yelled and fired the red energy at the cybernetic beast. The beams did not hit the beast, however, as it kept dodging all the attacks and once it got near the woman, it clawed at her, the attack enough to send her flying into a wall. The woman tried to recover but the CyberWolf kicks her deeper into the wall, knocking her out.

The Grimm then looks back at Ruby and Jaune. The two prepare themselves for the beast, weapons drawn.

However, they can barely see it, but a black and white blur of speed suddenly zooms all over the cyborg Beowolf. It kept hitting the beast back and forth with the final blow finally destroying it. The cyborg Beowolf's cybernetic parts are trashed while it's fleshy parts start to disintegrate.

"Wait...What?" Jaune asks, confused.

"Can someone tell me what's going on?" Ruby complained...

...until the black and white blur stops right behind them. The two look behind them and see...

...XLR8?

He doesn't seem to look like usual. His arms, legs and tail stripes are white instead of blue. There are less stripes on his tail and he is taller. XLR8's clothing now has longer sleeves with a pair of stripes under the shoulders and has an arrow-shaped symbol on his lower torso.

What's going on?

As XLR8 approached the dying cyber Beowolf, the woman in white also approached it and created a Glyph under it. She then made the Glyph trap the beast in ice to preserve it.

"Looks like the work of Black." XLR8 says as he scans the Grimm with his visor. "Take this thing back to headquarters for examination." He added...

...and he turns his head to see Ruby, Jaune and a newly recovered Nora and Ren. They all wave at him bashfully.

"...And send them back **now**!" XLR8 ordered gravely at the woman in white, who nods. XLR8 then attempts to run off, but Ruby suddenly stops him in his tracks by standing in front of him.

"Ben? Is that you? Wow! XLR8 looks better than usual!" Ruby says, fangirling over XLR8's new look. After all, he's her favorite alien.

"I don't have time for this!" XLR8 replies angrily and walks a different direction, but Ruby steps in front of him again.

"Come on! We got baddies to beat! You coming?" Ruby asks.

XLR8 cups his chin thought. "Hmmm...How about... NEVER?!" He replied angrily and zooms away, leaving the area.

Ruby just stares at where XLR8 left and just...stares. She did not expect that. Ben never yells at her like that. What's going on?

"What's with...Ben?" Jaune asks as they all look to where XLR8 went.

"Well, he always was hard headed." The woman in white says. "That dolt."

"Dolt?" Ruby asks...until she realized something. "Wait...You're...!"

The woman in white pulls down both her mask and her hood, revealing her white hair that is tied up in a bun at the back of her head, with the exception of her bangs, which are brushed off to the right side of her face, and a small lock of hair that reaches below her left ear.

EveEven though her new hair style makes her look like her sister, she's actually...

"Weiss?!" Team RNJR all exclaimed at the Schnee in white clothing.

Weiss seems...older. Almost as old as her sister is.

What's going on?

Weiss simply smiles at the team. "Welcome to the future, you four." She simply replied.

* * *

 **Next time on RWBBYVerse: God and Monsters Arc...**

 **The storm before the aftermath will be revealed! What happened to Ben that made him colder than Ice Queen? And what has he done?**

 **Next time: Birth of Ben 10,000**


	52. Birth of Ben 10,000

**I really don't have much to say. Go ahead and read.**

* * *

"Blake!"

"Blake, it's us!"

Two voices draw their attention to one of the broken windows. When they turn to look, they see Yang and Ben outside the cafeteria, the two of them back to back, fighting off some White Fang members.

"Blake! Where are you!?" Yang calls out worriedly.

"Hang on...I'll try using Wildmutt." Ben suggests.

Yang looks back at Ben anxiously. "Hurry!" Yang yells.

Adam looks at Blake to see her terrified expression, then returns his gaze to her friends.

"Starting with them." Adam ominously says. He then draws his sword and stabs it into Blake's abdomen near her left hip, causing her to shriek in pain. The cry catches the two's attention.

"Huh?" Ben says.

"That sounded like–" Yang says and the two turn to see Adam and Blake, with the former pulling his sword from Blake's flesh and turning to face Yang and Ben.

"Blake!" Ben yells out at the sight of his friend in danger.

"Get away from her!" Yang yells angrily.

Blake could only reach out helplessly, whispering, "No... please..."

Adam sheathes his sword, smiling. Yang screams, her eyes turning red and a burst of flame erupting from her.

"Yang, no!" Ben yelled but he was too late.

Yang leaps at Adam, drawing her fist back with tears in her eyes. Adam swiftly draws his sword, swinging it through the air at Yang, as his Semblance activates. As Yang flies through the air...

...the lower half of her body separates from her upper half.

She's... dead.

Blake and Ben could only stare in horror as Yang's lifeless body lands back down on the ground. Adam slowly walks toward Blake and swings his sword out to the side, casting blood from its blade. Blake merely reached out to Yang's dead body as she cries. "Yang...No..." was all she could say as she cries, Adam approaching her from behind.

* * *

Ben...

...All Ben could do is stare at Yang.

She's gone.

Cut down easily.

She's... gone...

...She can't be...No...

...She...SHE...!

SHE'S GONE!

* * *

Adam then attempts to cut down Blake. "Sweet dreams, my love." He taunted as he is about to cut her.

...Until he gets punched in the face and sends him flying through the cafeteria window, ending up outside.

Blake looks at who punched Adam. It's... Atomix!

Atomix flies outside of the cafeteria and approaches Adam. He's absolutely boiling with anger as he stares at the murderer of his girlfriend. "You...! You killed her!" Atomix yelled and he punches Adam again. The punch sent Adam flying into the air. Atomix then flies upward and grabs the murderer in mid air then throws him so hard on the ground, it caused cracks on the earth.

Adam hazily stands back up but Atomix lands in front of him, grabs his head, then slams him into the ground, enough to finally create a crater and deplete all of Adam's Aura.

Atomix lets go of Adam as he just sits on the ground, clutching his head as he tries to fight back the pain in his heart because of his loss of Yang. She's gone. Ruby lost a sister. Blake and Weiss lost a friend. He lost...her. They lost her. If he could cry, he would, but his current form has no organs that let him drop tears from his eyes.

"Hehe...Hehehe...Hehehehehehehe..."

Atomix looks at Adam, standing back up. "You can't save everyone, hero." Adam taunted. "You're too weak inside. You have this much power and you can't even save your school. Probably because you're too much of a pacifist! You have no guts to kill those who have sinned. You're just so determined to be the hero!" Adam continued to taunt.

Atomix clenched his fists as he stares at Adam with so much rage. But Adam has no idea what he had just awakened inside Ben. "You're right." Atomix suddenly says. "I have so much patience to spare. Now, I have had it. No one else has to end up like me." He says and aims his right palm at Adam.

Adam prepares himself as Atomix fires a green beam from his palm, which Adam attempts to block with his sword, as if he's absorbing it. But he never stood a chance from the beginning.

Atomix made the green beam bigger and more powerful. It was too much for Adam, especially now that his Aura is gone. Atomix made it even larger and it completely engulfs Adam. The blast even goes through the land behind Adam and beyond.

When Atomix ceased his attack, all that's left of Adam is his skeleton.

Ben has killed Adam.

Atomix turns back to Ben and he drops on his knees and hands. He then begins crying as he finally lets the pain of losing Yang get to him.

Unknown to him, Blake saw what Ben did. Adam's dead. "Ben..." Blake whispers. She then cries and ran away.

Ben cried for about only a few minutes. When he stopped, he looks at his Omnitrix. Then he clenched his teeth in anger. He activates it and looks for Grey Matter.

When he found the form, he slaps it down and turns into the Galvan. He then detaches the Omnitrix on his back and starts fiddling with it. When he's done, he puts the Omnitrix back on his back and turns back to Ben. He then fiddles with it again, and finally says, "Omnitrix...Activate Master Control."

"Master Control Activated. All 1,000,903 transformations unlocked." The Omnitrix responded.

"Atomix." Ben commanded his watch. Ben then turned into Atomix without even touching the watch. Atomix then slaps the Omnitrix symbol on his belt and began going ultimate.

The hyper evolved Atomix is nearly has the same appearance, but he's much skinnier than his devolved form. His pointy head has been replaced with a head that resembled a white motorcycle helmet with a green visor and has no mouth. He also has two atom rings spinning on his body, both diagonally across his body, one going to the left and one to the right.

"Ultimate Atomix!" He yelled after his hyper evolution.

* * *

Cinder forms an obsidian bow in her hand. As she raises it up and draws back an obsidian arrow, Pyrrha charges forward, spins, and throws her shield at her. Cinder looses the arrow, which shatters upon impact with the side of the shield. However, as the fragments part ways above and below the shield, they glow orange and rejoin each other on the other side. The fragments melt into each other and cool into the shape of an arrow, which continues on its path directly into Pyrrha's ankle. Pyrrha collapses in pain. She attempts to pull herself to her feet, but the pain is too much. Both ends of the arrow break off, making removal impossible. She turns over onto her hands and knees as Cinder moves to stand in front of her.

"It is unfortunate that you were promised something that was never truly yours." Cinder says as she lifts Pyrrha's head up to look at her, eye to eye. "But keep in mind... That I will use it in ways you could have never have imagined."

Pyrrha, however, shakes off Cinder's hand away and looks at her with a serious look. "Do you believe in destiny?" Pyrrha asks.

Cinder frowns. "Yes." She simply replied. Cinder stands back up and forms an obsidian bow and arrow again. She pulls back the arrow, lowering the bow to aim at her weakened opponent. Nearby, Ruby finally reaches the top of the tower, landing in a kneeling position. She looks upon the scene, seeing Pyrrha sitting with her eyes closed, accepting the fate that awaits her. Cinder looses the arrow, which plants itself directly in the center of Pyrrha's chest. Ruby watches in horror as Pyrrha gasps in pain, the wound in her chest emitting a red glow. Cinder approaches her fallen foe and places a hand on Pyrrha's head, using her Maiden powers to flash incinerate her.

Pyrrha instantly ceases all movement and sound, her body glowing orange and then scattering as embers. Her headdress remains in Cinder's hand, and the villain drops it on the floor.

Ruby saw this with her own eyes. However as tears fall from her eyes, she doesn't notice a figure behind her, floating towards the unsuspecting girl.

* * *

Ultimate Atomix flies towards where the tower is. He needs to hurry!

* * *

Ruby cried and he wanted to scream. Pyrrha's... Pyrrha's gone!

She then proceeds to yell her friend's name, yelling, "PYRRHAAAAAA–"

...until a blade stabs her from behind. Ruby can even see the orange and black blade that going through her back and through her chest. It's covered in her own blood. She weakly looks behind at who stabbed her and...

...it's Alpha. "Hush, little girl. Don't say a word." Alpha mocked Ruby as all she could do is try to gasp for air. But now...she has made her last breath as she became limp while Alpha's blade is still in and through her. Her eyes didn't even close as she died.

* * *

Ultimate Atomix is near the tower and...

...and...

...and...

...sees Ruby pierced by Alpha's blade. Alpha then tosses her aside, dropping her from the top of the tower as Ruby's lifeless body plummets to the ground below.

"R-Ruby...?" Ultimate Atomix whispers. He clenches his fist.

* * *

"We have eliminated most of the obstacles." Cinder says to Alpha as he approaches her. "We should get moving."

"Very well. I shall order the Grimm that's under my control to remain and–" Alpha tried saying.

"RUBY!"

Cinder and Alpha look to where the robotic version of Ben's voice came from and see Ultimate Atomix in the sky. He's glowing with green energy as he releases all his anger. Ultimate Atomix then flies towards Alpha and Cinder, grabbing them both by their necks. Ultimate Atomix then throws Cinder to the ground below the tower.

"Sister!" Alpha yells as he watched Cinder fall off the tower. However, he then began to feel pain as he finally noticed that Ultimate Atomix is releasing his energy on Alpha.

"Eye for an eye, asshole." Ultimate Atomix actually cursed as he lets his anger overwhelm Alpha, using his atomic energy on Alpha.

After a bright flash of green energy emits through the room, Alpha is gone. Ultimate Atomix has disintegrated him. Right down to his main core.

Ultimate Atomix then sets his sight on Cinder.

* * *

Cinder comes out of the crater she formed after getting thrown by Ultimate Atomix. As she stands up, she spots Ultimate Atomix flying at her. She tries to attack him with her fireballs, but they did nothing as the alien created a force field around himself. Ultimate Atomix then crashed into Cinder herself, making the crater larger and depleting all her Aura. Ultimate Atomix is _that_ powerful.

After the dust settles, Ultimate Atomix stares at Cinder helplessly trying to crawl away from him. Cinder, realizing it's pointless, just looks back at the monster that's in front of her. She can even feel all his power coursing through his body. It...It might be...enough to destroy the planet...Not even she can deal with him.

"Please...Have mercy..." was all Cinder could say at this situation.

Ultimate Atomix just stares at Cinder. "Sorry. All out of mercy." He replied angrily and mockingly. He then lifts Cinder by her mouth and looks at her eye to eye (or visor to eye, in Ultimate Atomix's case).

He then proceeds to release atomic energy into her mouth, literally feeding her with radioactive energy. He then let's go of her as she screams in pain, or gargle in pain, as the nuclear waste in her body kept shredding her from the inside. After a few seconds, the nuclear waste has completely ate away most of her organs and most of her skin. She's now just a corpse with visible internal organs and burnt off skin.

Ultimate Atomix then looks up at the Dragon Grimm, circling around the school. He flies towards it.

The creature sees him coming and flies towards him, attempting to kill the alien. But Ultimate Atomix merely punched it's head...

...and it exploded into bits. He ended it with one punch.

Ultimate Atomix then looks over to the horizon and sees the people evacuating while there are still White Fang and Grimm.

"He knows what to do. No more mercy towards evil.

* * *

At least...that's what he told me..." Future Weiss says to team RNJR as they are all in a noodle shop. "Anyway... That's what happened. That's why Ben is who he is now."

"Yang...But...Yang's still alive...What..." Ruby tried to make sense of things.

"Oh. I forgot to mention that you belong in a different timeline. This future belongs to a completely different one." Weiss replied.

"Time travel is weird." Nora comments.

"Speaking of which, how is it possible for you to travel through time and alternate timelines?" Ren asks.

"I combine the Time Dilation from my Glyphs with some of Ben's new tech." Weiss replied.

"So why bring us here, Weiss? I mean, not that I'm complaining. But I just wanna know." Jaune asks.

Weiss sighs. "I...I want Ben to...come back to his senses. I know he lost Yang and Ruby, but...What he's doing... I know they don't approve of it." She replies.

Ruby raised a brow at Weiss. "What do you mean?" She asks.

"Ever since that day, he's been out there, hunting down evil organizations, including the White Fang. And every time he finishes the mission, the results are always –" Weiss tried saying until someone turned on the TV, just in time for the news.

"Today, Ben 10,000 has once again brought justice to the White Fang. But like all his operations, the skirmish he has done today resulted in yet the death of said White Fang members once again." Lisa Lavender, now looking old, says on the news. "The results were rather brutal yet again as police in the crime scene have described how they were eliminated. For those who are eating, please forgive the next lines." She adds as the screen cuts to a cop in the crime scene.

"The bodies all had metal stuck inside them. For now, we're assuming he used his magnet alien and stuck them inside these crooks. It ain't pretty to look at, that's for sure. Some of the metal were sticking out their skulls, ribs, chests, hands and eyes. I mean, he helped made the world a better place, but it's understandable that people question his methods." The cop explained.

Weiss and RNJR all watched the news. Ruby immediately felt horrified of the person Ben has become.

Jaune just came to a realization, however. With the loss of Pyrrha, he could have ended like the Ben in this timeline. He looks down in deep thought.

"Well, that's basically it." Weiss says. "Ben's become this. He no longer hesitates to kill evil. People appreciate that Ben has brought peace in this world, but they're all still terrified of how he does it." She explained.

"Wait, but if they're all terrified, then that would bring–" Ren tried to say.

"The Grimm were all eradicated by Ben years ago." Weiss interrupts.

"WHAT?!" RNJR yelled.

"He created 1,000,000 clones of himself one day using Echo Echo and they all hunted down all the Grimm around the world. Further investigation has revealed that's there's barely any left. He really nearly wiped out an entire race." Weiss explains. "So you see...He made military, police, Hunters and Huntresses obsolete. In a way, he's all the world needs, but he's also what the world fears."

"Wow...Ben's... Ben's changed." Ruby comments.

"So now you know why I brought you all here." Weiss says. "The versions of you in this universe are all not in shape to help Ben. Ruby's dead, Jaune is missing, Ren and Nora are both handicapped now. So that's why I need you. You four are from a different yet same past. Maybe you can all help him become his former self once more. Remind him of the Ben he once was."

"I...I dunno Weiss...We're..." Ruby tried saying until Weiss suddenly holds Ruby's hand and cups it in both of her hands.

"Please... I want him back..." Weiss pleaded, tears falling from her eyes.

Ruby looks at Weiss and gulped. "O-Okay! Just don't cry! Geez..." She says.

Weiss hugs Ruby, causing the redhead to almost suffocate. "Thank you!" She says.

"Weiss! Air! I need to breath!" Ruby struggled to say.

"It's so strange to see Weiss to be so...chipper." Ren points out.

* * *

 **Next time on RWBBYVerse: God and Monsters Arc...**

 **A new challenge has come! While Ruby, Nora, Jaune and Ren struggle to know what to say to Ben, Weiss and Ben 10,000 has to deal with an old foe with new powers! But in the end, will Ben ever become who he used to be?**

 **Next time: Devil Must Die**


	53. Civil War Parody

**Just something that came to my head. I'm not doing this story, though. It's just something to tease you guys for the next chapter. And also because I'm still making said next chapter. This was made after volume 3 so this little tidbit came first before the God and Monsters Arc. But I altered some parts of it now that the recent Civil War Trailer 2 showed up.**

 **Enjoy.**

* * *

"You let the most powerful weapon in the world be in the hands of a child?" A council member said to Ironwood.

"What would you like me to do, then?" Ironwood asks.

"Take it from him and give it to the right hands. That thing is not a child's play thing." A different member replied.

Ironwood looks down in thought.

* * *

"The Omnitrix?" Ben asks as he, Ruby, Weiss, Blake and Yang all back away from Ironwood and his troops.

Ironwood nods. "The Omnitrix is the most powerful device in the world. It cannot be on the hands of a young Hunter such as yourself." He replies.

"I've had experience using this thing more than anyone in the world! I can handle it." Ben replies.

"But the rest of the world could use this power to protect the innocent from the dangers of this planet. Benjamin, surrender the Omnitrix and we will research on it...Then maybe create Omnitrix soldiers: soldiers that can do much more than our soldiers today." Ironwood replies.

Ben grits his teeth.

* * *

Weiss is looking down as she says, "Ben, why don't you just give the Omnitrix?"

"Vilgax had the same goal, Weiss." Ben says. "I can't trust anyone else with this much power, even if it's the most trusted General on Atlas."

"...But the world will a better place if everyone can do what you can do, Ben." Blake says...until her expression darkens. "Or do you actually just want all that power for yourself?"

Everyone faces Blake in shock. "Blake?" Ben ask worriedly.

* * *

"Whatever decision you make..." Yang says as she puts her cybernetic right hand on Ben's shoulder to reassure him. "...I'll support you."

Ben looks at Yang with a conflicted state of mind.

"Hey..."

Ben and Yang turn around and see Ruby with Jaune, Ren and Nora. "You know we got your back." Ruby says.

* * *

"So that's it? You just want to take that watch of his from him?" Qrow yells at Ironwood. "Jimmy, Ben knows what he's doing! He knows how to use that!"

"But the council, and myself, have already decided." Ironwood replies. "The Omnitrix is best given to those with proper training and experience. Not a teenager who fights with skills he made up himself. So either let the council have their will...or get in our way."

Qrow clenches his teeth.

* * *

Raven is wearing her mask and holding her sword, standing over a cliff as she watches Ben and Yang talk.

She narrows her eyes.

* * *

"The Omnitrix doesn't belong to you, General." Ben says to Ironwood.

Behind Ben is team RNJR, Yang, Velvet, Yatsuhashi, team SSSN, Glynda and Qrow.

Behind Ironwood is his troops, Winter, Weiss, Blake, Coco, Fox, Flynt, Neon and Penny.

"Then we have no choice. Benjamin Tennyson, you will give us the Omnitrix or we will arrest you." Ironwood warned.

Ben didn't flinch. "Try me." He mocked.

* * *

Yang and Blake face each other as they fight.

"Why does Ben not share? The world would be a much better place if he let's others be as powerful him!" Blake tries to point out.

"He knows what he's doing! Why don't you trust him?" Yang asks.

"Because last time I did, when he was using 'the power he knows how to use...' " Blake says.

* * *

Beacon can be seen in ruins as Grimm are crawling all over the place.

* * *

"...He couldn't save the school." Blake angrily replied.

Yang's eyes widened. But then she closed her eyes as tears fall from them. Once she opens her eyes, they're no longer lilac. They're red.

* * *

Humungousaur is fighting against Ironwood, who's in a mech suit, more advanced than the Paladins.

* * *

Ruby is chasing after Weiss, until Penny drops in and blocks her way.

* * *

Velvet is somehow covered in a black suit with neon green circuitry designs with an Omnitrix symbol on her chest.

Upgraded Velvet creates replicas of Penny's swords as Coco open fires on them.

* * *

XLR8 shakes his head in pain and sees Yang just getting up but incoming missiles are about to hit her. XLR8 runs towards her...

"Yang!" He yells as he pushes her away. The missiles hit XLR8 instead.

* * *

"I'm sorry, Weiss..."

* * *

Ben is lying down on the floor...

...and his left arm is severed.

Beside Ben is an unconscious Winter with one of her swords having blood on it.

Yang is beside Ben, looking at him.

* * *

"You know I wouldn't have any other choice..." Yang continued. "But I love him."

Weiss looks down.

"I loved him too..." Weiss replied.

Yang's eyes widened.

* * *

Yang is seen putting on the Omnitrix and slaps down the Omnitrix symbol. Her skin starts becoming more rocky. Then, magma and fire began coursing through her body.

After her transformation, in her place is Fem!Heatblast.

Fem!Heatblast then takes on both Winter and Weiss. Heatblast fires fireballs at Winter's summoned Nevermores, but then Weiss interferes as she fires multiple ice Dust at Heatblast, but the lady Pyronite blocks them all with a wall of fire, then she jumps at Weiss with a fiery fist.

* * *

 **RWBBY: Civil War**

* * *

Ben is sitting with his back against the wall as he is approached by Ironwood in his mech.

"I gave you a chance to surrender." Ironwood says.

"Surrender isn't in my vocabulary." Ben replies, smiling.

Ironwood then controls his mech to try and grab Ben, until someone punches his mech and sends him flying.

This someone is wearing a high tech white suit with a yellow line across her chest. She has a burning heart emblem on her belt as a belt buckle. She also has a yellow full face helmet with a black visor and a gold Omnitrix logo on the side of her helmet.

For some reason, she also has the word "Spanner" written behind her helmet. She also has...Yang's gauntlets on her arms and a black sword on her back?

"Wh-Who are you?" Ben ask the newcomer.

The mysterious girl turns around and faces Ben.

"Hey, dad."

* * *

 **Coming soon...**

 **(Not really)**


	54. Devil Must Die

**Back. God, I'm so tired. Anyway, thanks for the support. If you guys like this story, I suggest you give a read to other great fanfics out there, like Ultimate Fairy by Ultimate 10 and RWBY Watches Death Battle by epicvictory. They're really good.**

 **Anyway, let's read.**

* * *

Team RNJR and Weiss are all walking down a sidewalk as they all discuss what to say to Ben. Ruby sighs. "This was harder than I thought..." She points out as she crosses her arms.

"Yeah. Ben's really become hard headed now. He won't listen, even to me." Weiss replies. "Losing people you love will really change you..."

Jaune looks down. That proves his point further. If it was different, he really would've ended up like the Ben in this timeline.

Suddenly, Weiss' belt buckle, which is her emblem, starts glowing and speaking. "Warning. Sector 636-RT is under attack." The radio-slash-belt buckle says.

"What's over at 636-RT?" Nora asks.

Weiss looks at her freinds. "It's the Vale Lab and Experimentation Facility. There's lots of things there that must not be on the wrong hands." Weiss replies.

"Alright! Let's go kick some bad guy butt!" Ruby says but Weiss shakes her head.

"I'll drop you guys off Headquarters. I'll help Ben. You...You guys need to figure out what to say to Ben." Weiss orders.

"Huh? But we can help!" Jaune tried pointing out.

Weiss looks down. Then she looks at Jaune. "You'll only get in the way." She says the truth.

Jaune wanted to say something, but no word escaped his mouth and he just looks down in sorrow. He remembers that that's what Ozpin told Pyrrha before. Ruby puts a reassuring hand on Jaune's shoulder. They look at each other and Ruby nods.

Jaune just looks down again.

* * *

Weiss taps on a button and the door in front of her opens. Once she enters, she sees herself in the lab full of pods with things inside. Some have destroyed weapons in them. Others have...things that used to be alive inside them. Either way, this Lab is not really a good to place to stay...But a good place to steal some stuff.

Suddenly, an explosion occurs in front of her and Four Arms is sent flying from the wall of smoke the explosion made. He crashes on the ground on his back in front of Weiss. Weiss pulls her hood down and talks to Four Arms, saying, "Who is it? White Fang? Charbonneau? Corpirate?"

Four Arms gets back up. He cracks his neck and then prepares himself. "It's him. Finally decided to do things himself." He replies.

"Wait...You mean..." Weiss says and looks at where Four Arms is looking.

From the smoke...

...out comes Mercury Black.

However, he looks more like a cyborg now. His cybernetic legs, unlike before, which were covered by his pants, is now exposed. He has a cybernetic left eye. He also has two cyber arms, with his left arm having buttons on them. He also has a slot for Dust Core on his chest. Just in cue, Mercury puts a Dust Core into the slot and it glows red, prompting his left cyber eye and the buttons on his left cyber arm to also glow red.

"Well, if it isn't Ice Queen and Cold King. What a touching reunion." Mercury taunted.

"How is he giving you a hard time?" Weiss asks.

"His cybernetics. He's upgraded them to match Humungousaur's strength." Four Arms replies.

"That's right. Want a demonstration?" Mercury asks and he does a spin kick, which he does to slam his foot on the ground, causing a shockwave to head at the two. Four Arms and Weiss jump away from each other to dodge.

Weiss then summons a couple of glyphs around Mercury. From these glyphs, Weiss summons multiple fists of her Giant Knight. The fists all try to punch Mercury, but he counters all of them with kicks.

"AVAVAGO!" Weiss chants as she creates a summon glyph behind Mercury. Then, from the glyph, Weiss summons a giant White Beowolf head. The head roars and eats Mercury. However, Mercury uses his new strength to open the Grimm's jaws from inside.

"It smells like hot ice in here." Mercury taunts and he jumps out of the mouth then proceeds to kick the summon multiple times, causing it to disperse. Mercury then faces Weiss and cracks his knuckles. "Is that all you got, sister?" He taunted.

Weiss grits her teeth but then XLR8 runs up in between the two. XLR8 then does several kicks to Mercury until he kicks him up to the air. XLR8 jumps up and, while in mid air, transforms into Diamondhead and uses his bladed hand to damage Mercury. He then kicks him back to the ground. Once Mercury crashed, Diamondhead also lands on the ground, albeit safely.

Mercury stands back up, seemingly fine. "My cybernetic parts are one of the strongest metals around, Tennyson." He mocks.

Diamondhead then charges at Mercury once more. After a brief attack, Mercury blocks one of Diamondhead's bladed arms. "I'll just have to swing harder then!" He angrily says.

Mercury pushes Diamondhead backwards and fires multiple shotgun shells at Diamondhead, distracting him. Mercury then spins around, firing multiple shots into the air as he spins. The shots all spin around them and finally starts crashing down on Diamondhead, causing an explosion.

Mercury brushes off dust on his shoulders, but the fight's far from over as Weiss comes out from the smoke from the explosion. She does a drop kick on Mercury, who backflips to dodge. Weiss then creates a rapier made of ice on her right hand. She then repeatedly jabs Mercury with her rapier, but Mercury blocks all of the attacks. Weiss' last hit on Mercury sent him skidding backwards.

With Mercury wide open, Weiss creates a summon glyph behind her and chants, "PDEE BARMA!"

From the Glyph, out comes her ultimate summon: The Giant Knight. It prepares it's sword as it stares at Mercury. "Cyborg or not, don't mess with a Schnee." Weiss taunts as her Knight charges up it's attack. It then swung it's sword down on Mercury...

...but Mercury stopped that blade with his cyber arm! He then grabs hold of the blade and throws the Knight in mid air and jumps at it then uses a full powered kick to send it back to the ground. Weiss dives to her left to dodge the incoming Knight.

Mercury then lands on the ground and faces Weiss. "Man, you've lost your edge, Ice Queen." Mercury mocks Weiss as he approaches her. However, Atomix suddenly comes in and punches Mercury into the lab pods. Once Mercury is stuck on the wall, Atomix gave him a no holds barred beat down. This caused most of Mercury's cybernetics to break.

Atomix then grabs a piece of debris, which is a very sharp one, and stabs Mercury in the gut with it, causing some of his blood to gush out and him to be so shocked, he passes out and seemingly dies.

Weiss rubs her head in pain as she approaches Atomix, who turns into XLR8. "Notify Ironwood. Tell him to clean up the mess. I don't have time for distractions." He orders Weiss and runs off.

Weiss sighs and flies away, informing Ironwood through radio.

However, once both have left, Mercury wakes back up and smirks. He then hears some footsteps, but he was expecting these. "Took you long enough." He says.

It's Emerald...

...but she's wearing a black sleeveless jacket, long gloves, stiletto heel boots, and several straps with containers of powdered dust lined across her pants. Her hair is now longer and is on a ponytail.

"Sorry. Flying with my bare hands using the Fall powers isn't as easy as I thought it'd be." Emerald says.

"Well, Miss Fall Maiden, next time, take a sky bus." Mercury mocks as he pulls the sharp object out of his body.

"Did you find her?" Emerald asks.

"Yep." Mercury replies as he stands back up, as if nothing happened. Seems he's more machine now than man as all that blood loss should've killed him. **Should've**.

The two approach one of the pods, which is labeled as Subject CF-10. Mercury uses his strength to open the pod. Once the pod opens, cold air comes out of it and inside...

...there it is.

Cinder Fall's frozen corpse.

"Let's reunite our little group, shall we?" Mercury says as he taps on the buttons on his left arm and from a slot, out comes a vial full of Alpha Nanites. He then injects the vial into Cinder's body...

...and Cinder's own nanites start reacting as they all glow red. Cinder's eyes then glow red as well.

* * *

 **Next time on RWBBYVerse: God and Monsters Arc...**

 **They return! But now, even more dangerous. Mercury Black has gained agelessness, Emerald Sustrai is now the new Fall Maiden...And Cinder lives again. Can team RNJR hope to bring back Ben's senses before it's too late?**

 **Also...Cinder will have a new ability that Ben will not be able to predict.**

 **Next time is the Final Chapter of God and Monsters: Goodbye**


	55. Goodbye (Dedicated To Monty Oum)

**The final chapter of the God And Monsters Arc. No time to delay. Read ahead.**

* * *

"We tell him that if he becomes himself again, he'll get a reward! " Nora suggested to Ruby, Jaune and Ren. They all shook their heads.

They're inside Ben 10000's HQ, waiting for both Ben and Weiss.

"Nora, that won't work." Ren replies to his friend, who sighs.

"This is harder than I thought. How do we comfort someone who's gone this cold?" Jaune asks. Ruby looks down in thought.

She sighs then looks at the other three. "Leave it to me." She says, causing NJR to look at each other in confusion.

Suddenly, the door to the room they're in opens and XLR8 comes in. He sees team RNJR and is definitely angry. "Why are you four still here?! I thought I told Schnee to bring you back to your timeline?" He asks.

"She...Ummm...Uhhh..." Ruby tried to explain but XLR8 just zoomed to the control panel.

"Wait for Schnee here and she'll open a portal. And don't touch anything." He warns them as he types on the computer and watches his monitors.

"He...calls Weiss by her last name..." Jaune pointed out.

"Don't you even have a little fun around here anymore, Ben? What happened to the smoothies? And the chili fries? And the sumo slammers?" Ruby asks almost worriedly.

"I have to patrol the planet day and night to keep it safe. Thus, 'Ben' does not have time to have 'fun'." XLR8 replied as he switched to a different console.

Team RNJR all looked down. It would seem Ben's become too cold blooded to even listen anymore But Ruby won't give up.

They all then hear a door open and they turn to see Weiss walking in. "Good. You're here. Open a portal and send them back. This is the last time I'm saying that." XLR8 angrily ordered and then zooms away, leaving the room.

Weiss sighs. "Come on. I want to show you guys something." Weiss says and she heads to an elevator. RNJR all follow her inside.

* * *

RNJR were all stunned at what they're seeing. It's a room filled tons of weapons. All of them are way more advanced than the ones Atlas has.

Ruby screams in delight as she immediately ravages the whole room. Everyone else all looked around to see what's all in here.

As they all look around, Jaune stopped walking when he sees a glass case with two sets of weapons on it...

...and it's both Crocea Mors and Milò and Akoúo. They're both surprisingly clean and shiny.

"These are..." Jaune tried saying as Weiss approaches him.

"You and Pyrrha's weapons. Ben kept these." She says.

The two of them then hear Ruby scream. They both run to her side and saw her hugging some sort of red scythe with two blades on both ends. "This looks so cool! It's like Crescent Rose...but better!" Ruby fan girled.

Weiss smiles. "That's because it _is_ Crescent Rose." Weiss says.

Ruby immediately stopped her fangirling and looks at Weiss. "Wait, really?" She asks.

Weiss nods. "All the weapons in here...They were all made for you guys." Weiss replies as she walks over to a section of the room and taps a button on the wall. Then, a part of the wall opened like a large cabinet and revealed multiple weapons.

One was a red scythe with the blade made of energy. It seems to be machine gun/sniper rifle/scythe hybrid. It's labeled as Moon Flower Empress.

The next was two laser pistols with energy blades. They can be combined to create a dual bladed energy sword. It was labeled as Benevolent Darkness.

Next was an energy shiled with a built in saber. The saber itself has a high frequency blade that can cut through most metal. True Hero is written on it's label.

Next is magnetic shield with has a buzzsaw feature. With it is a spear with rocket propellers. On it's label are the words Amazon Goddess.

Next was twin submachine guns with large blades on their sides. The gun itself can fire armor piercing rounds. Labeled as Blooming Lotus.

Then, the next one is a gigantic hammer with rockets to help improve striking power. It also has a DNA lock, meaning only a specific person can lift it. If anyone else tries to lift it, it will activate it's safety protocol and makes itself heavy, with it's weight being 1,000,000 tons. Mjolnir is on it's label.

And last is...

...it's just Ember Celica. It doesn't seem to have any upgrades at all. Instead of it's real name, however, on it's label is the words Love Is Gold.

"Weiss...are these all...?" Ruby tried to ask.

"Yes." Weiss replies as she lets team RNJR look at them. "They were made for teams RWBY and JNPR. Sadly, no one got to use them."

Ruby takes Moon Flower Empress and looks at it up close. "These...These were made after...after the fall of Beacon...aren't they?" Ruby guessed.

Weiss looks down. "Yes." Weiss replies.

Ruby...

...smiles. "Ben made these?" Ruby asks.

"Yeah." Weiss replies.

"Then there's still hope!" Ruby suddenly says. "If he made these, then he actually misses us. He still has a heart. He's still Ben deep down. We just need to reach out to him and bring him out of the dark." Ruby adds.

Jaune nods. "She's right. Ben just needs a push. We'll make him himself again." Jaune adds.

Weiss smiles as she watches Ruby being a great leader again. Like old times.

 _Thank you, Ruby..._

* * *

XLR8 heads to a Dust factory. As soon as he enters, he looks around. Then suddenly an explosive fireball is shot at him, prompting him to jump back to dodge it. XLR8 looks to where the fireball came from and saw Emerald and Mercury on a higher floor in the factory. "Long time, no see, Benny." Emerald mocked.

"You bitch...Should've killed you and Black a long time ago." XLR8 angrily replied as he turns into Diamondhead. "I'll end this here."

"Oh...But it's just getting started..."

Diamondhead hears that familiar voice as he stops looking upwards at Emerald and Mercury and looks in front of him...

...as Cinder emerges from the shadows.

"Cinder Fall?!" Diamondhead exclaimed, as he cannot believe what he's seeing.

"Miss me, baby?" Cinder mockingly flirted with Diamondhead. Suddenly, Cinder's left wrist glowed red and then she throws a fireball at Diamondhead, who blocks it.

"How did...You lost the Fall Maiden powers when you died. How did you do that?!" Diamondhead demanded.

"Oh Benny. Remember the time when we bumped into each other back at Amity Coliseum?" Cinder asked.

Diamondhead's eyes widened. He remembers.

* * *

 _Years ago..._

Ben kept shaking his wrist and slapping the Omnitrix to make it stop beeping. However, as he kept walking, he accidentally bumps into a woman that has ashen-black hair and bright amber eyes, while her fingernails are painted dark red. She wears gray pants and boots; a beige leather, sleeveless jacket with light-beige details; brown gloves and bandages tied around her chest and hips, and a pauldron on her left shoulder. She also wears a belt around her waist, which has multiple brown pouches attached to it.

When Ben and the woman bumped into each other, the woman accidentally dropped her scroll and some of her other stuff, which what seemed to be small metal boxes. "Oh, I'm so sorry! I wasn't looking!" Ben says as he helps the woman recover her items.

"Oh, it's my fault." the woman replied and she gets her stuff back. "I'm just been so clumsy. That's why I'm not chosen by my team." She adds.

"What? That's cruel of them." Ben replies.

"I don't blame them...They're not wrong." the woman replied.

"Well, I hope one day, your team sees your potential!" Ben reassures, smiling innocently.

The woman actually blushes and hugs Ben tight, causing the boy to squeal in pain. "Thank you! Hearing that really helps me!" the woman replies.

"Y-You're w-welcome...I can't feel my back..." Ben says, and the woman let's go of him. "Well, I have to go. See you soon, I guess?" Ben asks.

"Sure!" The woman replied and Ben smiles then left to go fix his watch.

* * *

 _Present day..._

"You...What about it?!" Diamondhead asked.

"Well, something else happened back then..." Cinder says as she smiles.

* * *

 _Years ago..._

Ben smiles then left to go fix his watch.

Cinder then smiles sinisterly as she watches Ben leave. She then suddenly absorbs the small metal boxes she had earlier. They were actually made of nanites. "You'll see me very soon, Benjamin." Cinder says to herself. Then, she looks at her palm and sees a symbol of an hourglass made of nanites.

She managed to copy the Omnitrix. "You know what they say, Benjamin... Two can play at that game." She says to herself as she heads back to the arena stands.

* * *

 _Present day..._

"...And so, that's what happened. " Cinder explained.

"Wait...so you mean...?!" Diamondhead says, finally putting it all together.

"Yes, Benjamin. I can use your powers." Cinder finished Ben's sentence. Her wrist then glows again and she breathes in then let's out a sonic yell, causing Diamondhead to crack and get harmed.

Before Diamondhead could completely shatter, he switches to Goop and attempts to wrap himself around Cinder, but Cinder's wrist glows again and she fires water at Goop, blasting him away from her. "Thanks to Mercury, I was able to use my remaining nanites and the nanites he has to reform myself back. And with that, I can now access your forms now that I am a being made of 80% nanites." Cinder explained her new powers and anatomy.

Goop reforms himself back and switches to Big Chill. Big Chill blows his ice breath at Cinder, but her wrist glows again and she turns intagible and goes through the floor, dodging Big Chill's attack in the process.

Big Chill lands on the ground and turns tangible again...

...until Cinder goes through the floor again and appears behind Big Chill. She then wraps her arms around the Necrofriggian and unleashes a burst of electricity around Big Chill, causing him to yell in pain.

Big Chill then switches to Buzzshock and escapes Cinder's danger hug. However, Cinder suddenly starts absorbing Buzzshock's energy. Buzzshock realized that Cinder is using Feedback's powers. He then turns into Water Hazard and lands on the ground, then fires water blasts at Cinder.

However, Cinder switched powers again and this time, when thw water hits her, hot steam was formed, covering the whole area in steam.

Water Hazard cannot see through a solid wall of steam. But suddenly, someone grabs his right wrist and he kneels in pains as he felt immense heat from the hand that's grabbing him. The steam clearclears and reveals Cinder is the ine who grabbed him, and the intense heat on her hand is from NRG.

"Does it feel good, knowing you tried?" Cinder asks Water Hazard as he kept screaming in pain. "How does it feel? Knowing your efforts will fail?

"Damn you...! You...! I'll kill you for this...!" Water Hazard stuttered angrily. He screams in pain more when Cinder made her hand even hotter than it already is.

"Is this about revenge? About the time we eliminated your friends?" Cinder asks. "Well, I'm here for revenge as well. You killed me. But most of all, you killed Alpha. I will never forgive you." Cinder says continues to burn Water Hazard's wrist. "Besides, it was you who ended their lives. Made them believe their world could be saved. But now here you are, trying to honor their deaths...but how do you do it? You kill people. Like us, the same people who killed them. You dishonor your love oneones, Tennyson." Cinder added.

Water Hazard then switches to Heatblast and punches Cinder away, but while she was forced to let go of her opponent and made her skid backwards, she was unharmed.

"Have. You. No. Shame?" Cinder asks.

Heatblast massages his wrist. But it's very noticeable that he looks down...

...in shame.

* * *

"Sector 19-S is under attack." Weiss' radio says.

"I have to go." Weiss says as she prepares to leave.

"We'll go with you!" Jaune says as team RNJR attempt to follow her.

"But guys–" Weiss tried to say.

"Weiss, the reason why we all lost that day was because we weren't together." Jaune interrupted. "Get in the way or not, we will all do this."

"As a team, remember?" Ruby adds.

Weiss' eyes widened and she looks down. "You're right..." She replies then smiles back at the team. "But before we go..." Weiss says and she gestures to the weapons. "You guys wanna try out the tech Ben made for you?"

Ruby and Nora looked at each other and they both grin.

* * *

Four Arms gets sent flying to a wall, creating a hole that has the same shape as his body.

Cinder approaches him as he recovers. "The advantages of being human sized while having alien abilities?" Cinder says.

Four Arms then charges back at Cinder. But when he threw a two handed punch, Cinder merely caught his fists and then throws him over her head. "You can look at your opponent in the eye using your own face and eyes as you torture them with your powers." She continued her statement.

Four Arms crashes on the ground on his back. He tries to get up but Cinder steps on his chest and prevents him from standing up.

She then creates diamond shards on her palms. "This is for Alpha, you son of a bitch." Cinder cursed at Four Arms. However, Four Arms grabs her hand and throws her into a wall.

Mercury and Emerald were watching the whole thing. "Heh. Wish we had popcorn." Mercury joked.

"Oh please. You don't even have internal organs anymore." Emerald replied.

"Azarath Metrion Zinthos!"

Mercury and Emerald look to where the voice came from and saw a large black beam of energy was heading towards them. They both jump of the second floor and land on the ground floor. The beam hits the ground where they were earlier.

Weiss and team RNJR all land on the ground. It was Weiss who blasted the beam.

Team RNJR themselves are wielding the advanced versions of their weapons that Ben made for them.

"How come you don't use Myrtenaster anymore?" Ruby asks Weiss.

Right on cue, Weiss creates five small glyphs on right arm and the last small glyph glows sky blue and with that, two rapiers made of ice formed on her hands.

"Whoa..." Ruby muttered.

"Learned a few tricks from Winter." Weiss says. Suddenly, they all hear explosions nearby and see Four Arms fighting Cinder.

"Cinder? I'll go help Ben." Ruby says.

"I'll help too. You guys deal with these two." Jaune says.

"Got it." Weiss and Nora replied as they both charge at Mercury and Emerald. Ren sighs.

"Sure...Why not?" Ren comments sarcastically and follows the two ladies.

As Weiss, Nora and Ren fight the cyborg and the Fall Maiden, Ruby and Jaune go help Ben.

* * *

Diamondhead gets sent outside the facility by a sonic scream and is now over the edge. He holds on for dear life as he looks up to see Cinder. She steps on one of Diamondhead's hands, ready to make him fall. He can barely do anything as the sonic scream did a number on him.

"Long live the king." Cinder mocks...

...until she hears someone yell, "Hey!"

Cinder turns around and sees Ruby and Jaune ready to fight her. But before the two could even fight her, she uses XLR8's speed and zooms up to them then grabs them by their neck.

"I thought you were dead?" Cinder says to Ruby as she and Jaune are being choked. "Doesn't matter. Alpha had a turn to eliminate you. Now it's my turn." Cinder adds as she chokes both kids.

Diamondhead gets back up but is still weakened. "No!" Diamondhead yells as he watches Ruby and Jaune being choked. He can't afford to see Ruby die again. He already lost her once.

"Get your fingernails off my leader!"

They all hear a voice and suddenly, someone kicks away Cinder, causing her to let go of Ruby and Jaune and she gets sent flying to a wall.

The person who kicked Cinder is a woman with a black hoodie, navy blue pants, white fingerless gloves and is holding a sheathed katana on her hand. She approaches Ruby and offers a hand up.

Ruby takes it and gets back up. Ruby then helps Jaune up and they both look at their rescuer. "Wait...is...that you...?" Ruby asks.

The hooded woman then pulls down her hood and reveals her short black hair, amber eyes...

...and cat ears.

"...Blake...?" Ruby continued.

"Blake?"

Adult Blake, young Ruby and Jaune all look towards Diamondhead, who weakly approaches them. "You're... you're alive?" Diamondhead asks as he walks slowly towards them.

"Ben, I...I didn't mean to run away...I...I just thought that..." Blake tried explaining...

...until Diamondhead is covered in green light. When the light disappears...

...in Diamondhead's place is a 27 year old man with brown hair, green eyes, a green jacket with a black shirt underneath, black pants and a belt with a belt buckle that has the word "HOPE" written on it.

This...is Ben 10000. This...is Ben Tennyson.

He falls down onto Blake's arms. He can barely move. Blake just hugs him. "I...I should be the one who's sorry..." Ben says as he also hugs Blake. "I was so blinded by rage...I...I killed...all those people... I...I dishonor Ruby and Yang and Pyrrha's deaths...I..." Ben says as Blake just rubs his back while hugging him.

Ruby and Jaune both look at the two. They smile.

"How cute."

They all turn to look at Cinder, finally recovered. "What a touching reunion." She mocks as she creates flames on her arms.

However, before she could do anything else, she suddenly gets trapped in ice.

Weiss emerges from inside the building and goes in between Ben and Blake. "Touching reunion indeed." Weiss says.

"Weiss? I..." Blake tried to say.

"You! What did I tell you back then?" Weiss scolded Blake.

"That...That I..." Blake tried to reply.

"Didn't I tell you that next time something big comes up, you come to your teammates and not... not run away!" Weiss scolded more. However, she meant it genuinely.

Blake looks down...then looks back at Weiss, smiling. "Right. Sorry." She replies.

And as Cinder attempts to escape her ice prison, Weiss, Ben and Blake all prepare themselves. They're not complete...but they're still a team.

Ruby and Jaune all look in awe. Until they realize something. "Wait, what about Nora and Ren?" Jaune asks.

"They got help. You might wanna go look inside." Weiss says.

Jaune nods and hurries back inside the factory.

Ruby stares at Weiss, Ben and Blake in awe. She smiles that even in this timeline, the team, complete or not, is still strong. She goes over to them.

"Ready for one last battle in this timeline?" Weiss asks Ruby.

"Yeah. What about you, Blake?" Ruby asks Blake.

"As long as you're leading us." Blake replies.

Ben looks down in deep thought. Is he even worthy anymore of being part of this team? After what he did?

"I forgive you, Ben."

Ben gets surprised as he looks at Ruby.

"And if I forgive you, then I'm sure...that your Ruby forgives you, too." Ruby adds and smiles.

Ben's eyes are wide open as he stares at Ruby. He closes his eyes for a bit... then looks back at Ruby, smiling. "Thank you." He replies.

"Alright! Let's go!" Ruby yells as Cinder finally breaks free from her ice prison.

Team RWBB is ready.

* * *

Jaune enters the factory and what he saw completely surprised him.

Nora and Ren are both just watching the battle...

...between Future Nora and Future Ren against Emerald. Mercury? He's on the ground with his cybernetic limbs severed. Past Nora and Ren no longer have their advanced weapons and are being used by Future Nora and Ren instead.

"Nora? Ren?" Jaune asks. Nora and Ren both turn to see Jaune and they both run to him. "Jaune! Look! Our future selves are awesome!" Nora comments.

"Indeed. Apparently they have recovered from their handicap after a certain someone helped them." Ren adds.

"Who helped them?" Jaune asks.

"I did."

JNR turns around and see a cyborg with an eye patch on his left eye. Everything below his upper jaw is cybernetic, but the rest is a human face with blonde hair.

"Mind if I borrow that sword of yours?" The cyborg asks. "I need to help my Nora and Ren."

"Ummm...sure..." Jaune says as he takes out the high frequency saber he has and lends it to the blonde cyborg.

"Thanks." The cyborg says and he heads to Future Nora and Ren's battle.

Future Nora and Ren land back down beside the blonde cyborg. "You're late, Jaune." Future Ren says to the blonde cyborg, Future Jaune.

"It's hard to find an air taxi these days." Future Jaune replies as he prepares a battle stance.

"So, one last dance, boys?" Future Nora asks.

"Okay..." Future Jaune replies. "Let's dance." He adds as his activates his visor, covering his eyes.

* * *

Cinder gets knocked back as Heatblast blasted her with fire. Cinder recovers and blasts the flames with water blasts, but Weiss freezes her water.

Cinder jumps away to dodge another attack from Weiss, but Ruby and Blake were expecting that as they both come down on her, swinging their blades at her, damaging her Aura.

Ruby and Blake land back down as Cinder crashes on the ground.

"Alright. You guys still remember our combos?" Ruby asks.

"I still do." Weiss replies.

"Never forgot it." Blake adds.

"Lead the way, Rubes." Heatblast added as well.

Ruby smiles as she narrows her eyes at Cinder, who starts to get back up. "Freezer burn!" She yells she and Blake jump backwards while Heatblast jumps up. Weiss creates a glyph under her and it turned into a large sheet of ice. She then jumps backwards too as Heatblast pounds the ice sheet with his fiery fist. This created a huge wall of steam that lessened Cinder's sight.

She barely sees the afterimage of Blake and narrowly misses the dashing Weiss. She finally manages to spot the two and fires a firebal at the area between Blake and Weiss, but out from the blast comes Ruby and Astrodactyl, both slashing at Cinder, Ruby with her blade and Astrodactyl with his energy whip, causing her to falter.

"Checkmate!" Ruby yells, prompting Weiss and Blake to come out and attack Cinder. Cinder barely blocked their attacks as the two manages to harm more of Cinder's aura, with Weiss using her Ice Rapier and Blake using her katana.

Cinder was about to electrocute Blake, but Weiss summons another glyph under her teammate to launch her backwards before the lightning bolt can land. Cinder growls and fires off diamond shards, but Weiss and Blake flip backwards as the shards merely hit where they were.

"Speedy Quick!" Ruby yelled as she runs into the fray.

Ruby shoots herself forward and slashes at Cinder, then turns as Ben, who just turned into Fasttrack, runs in and aims himself at the Cinder as well. They both dash forward and attack at the same time, circling each other around the villain with each strike until they both launch themselves into the air and come down together on Cinder, damaging her aura further.

However, it only angered Cinder more as she emits an intense blast of gravity, knocking back team RWBB.

"None of this is working." Weiss says as they all stand back up.

"She has all my powers. She might be unstoppable... Unless..." Fasttrack says as he remembers something.

"What is it?" Blake asks.

"...I have a contingency plan for when I went rogue..." Fasttrack says as he turns back to Ben. "Weiss." He says, gesturing to the Heiress.

"You sure? This was meant for and against you. You wanna waste it on her?" Weiss asks.

"I can make another one, anyway." Ben replies.

Weiss then nods as she takes out a small grenade that is glowing yellow.

"What is it?" Ruby asks.

"A Null Void grenade." Weiss answered as she tosses the object at Ben, who catches it.

Cinder is now approaching the four, angrier than she already was. "I will destroy you all!" She exclaims as she creates giant flames on her hands.

Weiss and Ruby look at each other and smiled. "Ice Flower!" Ruby yells. Twirling their weapons so they both point at Cinder, Weiss creates a series of glyphs in front of the scythe's sniper/machine gun barrel, and a single shot through the circles creates a dazzling spiral of energy that creates large icicles upon impact with Cinder. Ruby continues to shoot as Weiss freezes the fire, and as the ice completely envelops the villain's body...

"Gravi-kitty!" Ruby yells.

Ben then tosses the grenade to Blake, who catches it, and he turns into Gravattack. He then uses his gravity powers to spin Blake around. After a couple of spins, Gravattack throws Blake at the frozen Cinder. Blake then presses the button on the grenade and throws it at Cinder.

Cinder broke free from her ice prison but it's too late as the Null Void grenade hits her and is now sucking her in. "Nooooooo!" Cinder yells as she gets sucked inside.

Now, she's trapped in there forever.

RWBB all approached the grenade and Ben picks it up. He then turns into an alien Ruby hasn't seen before. A crystalline alien with giant star shaped "wings" on his back. He then emits both fire and electricity on his hands and destroys the grenade. Now Cinder has no way to escape the void.

"Whoa. Cool alien. What do you call him?" Ruby asks.

"I...I don't know. I haven't named some of my forms in a long time...Ummm...Twinkle Star?" Ben in this new form tried to name it.

"Boring! How about...Supernova?" Ruby suggested.

"...Awesome." Supernova replied.

* * *

Emerald tried firing more fireballs at the three, but Future Jaune all deflected them with his intense speed.

Future Ren then open fires on Emerald, causing her to get knocked down. Emerald tried getting back up, but Future Nora places her hammer on Emerald's chest. Emerald tried lifting the hammer but she can't lift it.

"Yeah. Fall Maiden or not, you're not lifting 1,000,000 tons." Future Nora says. "The hammer is locked to my DNA."

Emerald grits her teeth...and gives up.

Past Jaune, Nora and Ren all look in awe at their future selves. Guess even after years, they all still make a good team.

* * *

As Mercury and Emerald are now in custody, team RNJR are about to give their farewell to Ben, Weiss, Blake, Future Jaune, Nora and Ren.

Weiss goes to hug Ruby one last time. "Sorry for wasting your time. I brought you here but you didn't get to do anything." Weiss apologized.

"No. She did something, alright." Ben says as he approaches Ruby. He then hugs her and Ruby hugs back. "I guess...All I needed was forgiveness... from you." Ben points out.

"Well, I didn't help much." Ruby tried to stay humble.

"No. You helped a lot. And I thank you for that..." Ben says. He then pulls out a small metallic box from his pocket and gives it to Ruby. "Here."

"What is it?" Ruby asks.

"Something I never got a chance to give to my Yang years ago. Give it to your Ben...and tell him to give it to his Yang. I don't want him to make the same mistake I did." Ben explained.

Ruby nods and they hug again. Weiss joins in the hug and so does Blake.

After the hug, Weiss creates a glyph and it transforms into a portal. "It was nice seeing you again, Ruby." Blake says as team RNJR all are about to leave.

"Yeah! You too!" Ruby replies.

"Wait!" Jaune says as he runs to his future self. "Can you teach me some of your moves? Like, how do I become strong like you! I...I don't want anyone else to...to..." He says as he starts to trail off.

However, Future Jaune only chuckled as he pats his past self's head. "You're already strong. You just don't know it yet." Future Jaune replied. "Just remember everything Pyrrha taught you...and keep moving forward."

Past Jaune looks at his future self in both awe and confusion. "Okay...I'll... I'll try." He replies as he goes back to the rest of his group.

"Guess we'll see you guys...in the future?" Ruby jokingly asks and she enters the portal. Nora and Ren follow her.

Before Jaune enters the portal, he looks back at the future people.

He smiles. "Ben." He suddenly says.

"Yeah?" Ben asks.

"...You and I lost people we love... But you and I also have other people we can still rely on. Stay with them." Jaune says and enters the portal.

"Heh...I already know that..." Ben replies as the portal closes. He then looks at Weiss...

...and suddenly kisses her on the cheek, surprising everyone, especially Weiss herself.

"BEN!" Weiss yelled.

* * *

 _ **"I believe that the human spirit is indomitable. If you endeavor to achieve, it will happen given enough resolve. It may not be immediate, and often your greater dreams is something you will not achieve within your own lifetime. The effort you put forth to anything transcends yourself, for there is no futility even in death."**_

 _ **"Keep moving forward."**_

 _ **— Monty Oum**_


	56. Disciple of the Raven Opening

**Since Volumes 1, 2 and 3 all had their openings, this arc that focuses on Ben will also have one. This opening is based on the opening of the God Eater anime, Feed A Oldcodex. Go search it up then come back here after watching that so you can understand what this opening will look like.**

 **Back? Alright! Make sure to use the video as reference so you can understand this opening I made. Go ahead and let your imagination run.**

 **Note: The words in Italic font are the lyrics of the song while the ones that aren't in Italic are what's happening in the opening. Enjoy.**

* * *

 _What was in your right hand is hope_

 _In another hand is something else to fade_

* * *

Ben can be seen wearing his Alien Force jacket while walking in the Emerald Forest, but then it transitions to Ben walking past Ozpin and Ben is suddenly wearing a Beacon uniform as he walks away from Ozpin.

* * *

 _kizutsukitaku wa nai to_

 _sou iikikaseteitanda_

* * *

Ben then passes next to Yang and his clothing switches to his new attire: the green jacket, black scarf, white shirt with a red outline and black pants with flame designs. He walks away from Yang as Yang slowly disappears and the background changes to Beacon in flames.

* * *

 _furikaeru saki niwa_

 _motometeta sentakushi ga nai_

* * *

Ben can be seen then passing by Ruby. However, when they pass by each other, Ruby has her hood on while Ben is now wearing a black hoodie, a white shirt with the Omnitrix symbol on it and his own hood is now on as well and they both walk away from each other.

* * *

 _I searched for a way to breath_

 _Dear sorrow_

* * *

It cuts to Ben's hand holding a mysterious sword. The sword itself is pure black.

* * *

 _All going to end_

 _Bring what you got_

 _Core of the sins_

* * *

The screen cuts to a bunch of Grimm advancing in.

Ben can then be seen heading to battle with his teeth clenched, but then he sees mirages of Ruby, Weiss, Blake and Yang in front of him, seemingly all four walking into battle.

* * *

 _hateshinai darou_

 _kimi ga omou sekai wa_

* * *

Ben then runs with them but the mirages disappear. Ben continued to run into battle anyway, alone.

Revenant, aka Evil Pyrrha, is then seen on top of a building then she turns around and walks away as a Beowolf comes into view and howls.

* * *

 _Just as I awake for another sight_

* * *

Ben then fights off a bunch of Beowolves with a scythe made of energy.

It cuts to Ruby looking at her mother's grave

* * *

 _The world is standing,_

* * *

Ben slashes down an Ursa with a rapier made of energy.

It cuts to Weiss looking out the window of her father's jet.

* * *

 _Feeding thirst from their tears_

 _erandekita–_

* * *

Ben cuts down a King Taijitu with two swords made of energy.

It cuts to Blake looking at the destroyed tower of Beacon with the Dragon still on it.

* * *

 _–gisei no ue ni tatte_

 _miwatashiteru darou_

* * *

Ben then punches a Nevermore in the head with gauntlets made of energy.

It cuts to Yang without her right arm and is still on her bed, looking out the window.

* * *

 _Always breaking apart_

 _ashiato o tadaotteikeba_

* * *

Ben tried running but then stops...

...when he sees Raven approaching him. He then walks towards Raven. Before they pass by each other, Raven tosses a sword at Ben and he catches it before they finally pass by and walk away from each other.

* * *

 _Unlikely you_

* * *

Ben then faces Evil Pyrrha. They both charge at each other.

* * *

 _The price to stay_

* * *

On back view, Ben can be seen kneeling down is carrying someone with long red hair in his hands. This person seems to be dead.


	57. World of Remnant: The Guardian

**Back. Here's a little World of Remnant bit about the Guardian.**

 **Go ahead and read.**

* * *

The Guardian has existed since the time the Four Maidens existed. Only a day after their creation, in fact.

Once upon a time, a lone hunter searched for food. He has not come across any animal yet so he became more and hungry, desperate to feed himself. He was not so lucky as he lies down on a tree, starving to death, waiting for the inevitable.

Until a young woman passes by and noticed the poor man. She gave him some fruits and a few vegetables and the man was rejuvenated once more. The man thank the woman and asked, "What is your name, my dear savior?"

The woman replies, "I am Summer. And I am on my way to visit my sisters." The man, thankful for his savior, offered to protect the woman while they travel to her sisters. The woman only giggled as she says she needs no protection, but is thankful for the man's offer. So instead, she invites the man to come with her. The man did not hesitate to come.

Before they got to the sisters, the hunter and Summer met villages along the way. They both helped the villagers in anyway they can. By time, the hunter has eventually gotten fond of Summer and he finally realizes that he is in love with Summer.

One day, however, the hunter went alone in the woods one day to deal with a Grimm nest near a village he and Summer visited. However, what he meets is not a Grimm but a woman. She was injured and hurt. The hunter immediately helped her and stayed by her side until she has fully healed. The woman eventually became fond of him...

...and wanted him all for herself.

The day has come when the woman finally reveals to the hunter what she was: a Witch. She offered him a proposition: he must marry him and in exchange, she will give him overwhelming power and eternal pleasure.

The man refused and says, "I am in love with another. Forgive me, but I love her more."

The Witch was furious. As a result, she corrupted the hunter, turned him into a monster. She forced him and eventually put her "son" inside this man's body like a symbiote needs a host. Now, the Witch's Son is ready.

She orders her son to bring to her the woman that stole her love one's heart so that she can destroy her herself.

Summer, who has been waiting for the hunter after his mysterious disappearance, felt sorry but she must move on. Now at her sisters' place, she tells them about the adventures she had with man. But she also tells him that it saddens her that he suddenly left her one day.

However, the Witch's Son arrives and Summer could not believe what she sees: the man she was with has been corrupted.

The Witch's Son succeeded in defeating the Maidens and brings them all to the Witch. The Witch was ready to strike and destroy them.

However, Summer pleaded to the hunter. She tells him about their adventures and that the good man she knew is still inside there.

And that she loves him.

The man, hearing those words, broke free from the corruption incarnate and uses the powers created by the Witch against herself. With the help of the Maidens, the hunter defeats the Witch and sealed her away forever.

And months after that, the hunter, whose actual name was Monsoon, marries Summer.

He eventually became the Guardian of the Maidens, protecting them by being one with them. The wind of the seasons.

...But even winds can be destructive.

The Guardian's power is still the son of the wicked witch. It's sentient. If left unchecked, it will take over it's host.

And it will return to his mother...

...and the Witch herself shall return.

 ** _– Salem_**


	58. Clipped Wings of the Birds

**And I'm back! The story of how Ben controls his new powers begins now!**

* * *

Ben falls down on the ground, topless. He's sweating like crazy and panting heavily. He tries getting back up but then someone steps on his back, making him fall face down on the ground again.

It's Raven. Ben doesn't even fight back. He's gotten used to this. "Stop trying to control it and control it!" Raven yelled at Ben as she kept pushing her foot down on his back.

"I'm trying! It's just...too straining on my body... It hurts..." Ben tried to reply but then Raven puts away her foot from his back...

...and kicks him in the gut! Sending him to the tree, hurting his back. "You won't achieve your true power if all you do is complain about pain!" Raven yells. "Concentrate! Create a sword and wield it without falling down!"

Ben gets back up, albeit in pain, and puts up his right hand in front of him while his left hand holds onto his right wrist. As he starts conjure a sword made of black energy on his hand, his skin is starting to burn up. He yells both in pain and determination. However, the burns on his hands are becoming too severe.

Raven sees this so she switches the Dust type on her scabbard to ice and swings her sword in an arc, creating a wave that freezes Ben's hands, stopping him from creating an energy sword and stopping the burns itself.

Ben falls down again, panting in pain and fatigue. Raven sheathes her sword while sighing in disappointment. "We'll continue again later." Raven says and starts walking away, her back turned away from Ben. "I'll go get us food."

After Raven has completely left, Ben looks at the orange afternoon sky. He remembers...

...that day Raven took him in as her student.

"Sensei..." Ben whispers to himself.

* * *

 _2 days ago..._

"Hmph. You're not going anywhere." The woman says, remaining seated, arms crossed and eyes closed. "Your little toy is broken and you don't know where you are." She points out.

Ben is a bit surprised that this woman knows what the Omnitrix is...But he looks at it and sees that it's not even active anymore. He sighs.

"You're not leaving... until you complete your training." The woman replied.

"Training?" Ben asks, confused. "Who are you?" He asks.

The woman opens her eyes and looks at Ben.

"...Raven." The woman replied.

Ben takes a close look at the woman and remembers. She looks the one in the photo Qrow showed him, Yang and Ruby. "You're... You're Yang's mom!" Ben exclaims.

Raven closes her eyes again, remaining seated. "We do not speak of her here." She says.

"I have so many questions! Like why did you leave her? And why did you–" Ben tried to say until Raven is suddenly in front of him and punched him in the gut, causing him to clutch his stomach in and kneel in pain.

"Be quiet." Raven says as Ben still coughs in pain.

"Sorry..." Ben says as he ceases his coughing and attempts to stand back up. "Can I at least... ask one last question?"

"Very well. But it better be the right one." Raven warns Ben.

Ben breathes in and out and prepares himself to ask the question that's really bothering him. "What...do you mean by training?" He asks.

Raven huffs in amusement as she sits back down on the rock and crosses her arms. "You're the current Guardian, aren't you?" Raven answered the question with another question.

"I was told...yes...How do you know –" Ben tried asking again.

"My brother told me." Raven replies.

Ben raises a brow in confusion. "Brother?" Ben asks.

Raven opens her eyes and looks at her left, where an etching on the wall bears a resemblance to the emblem of of a familiar sword/scythe wielder. "I don't see my brother very often, but we do try to keep in touch... whenever it suits me." Raven replies.

Ben scratches the back of his head in confusion. Then he figured it out. "Qrow." Ben guessed.

Raven nods but is not looking at Ben. "For the matter at hand... You will train with me to know how to control your Guardian powers. And I'm allowed to use any method as long as you learn in the end." Raven says.

"Oh... Okay..." Ben replies.

"However, I will warn you now that most of my methods are intense. Are you up for it?" Raven asks.

Ben looks down. He remembers the tragedy that happened in Beacon. Despite his power, he was not able to stop bad guys. Too many casualties. He doesn't even know if any of his friends survived that. The last thing he remembered is him losing to Alpha. He clenches his fist in anger at himself and the enemies. "I wanna be the Guardian I was destined to be. Teach me to fight! Please! I want to... to protect my friends..." Ben pleaded. He then suddenly falls to his knees and bowed his head low on the ground. "Please! Miss Raven!"

Raven looks at Ben. No one can tell what she's thinking because that mask is covering her face. However, she closes her eyes again and says, "Well said. We start after two days. Your wounds should've healed by then and your aura would be fully replenished." Raven says as she stands up and leaves the cave.

"Thank you..." Ben whispers as tears fell from his eyes.

* * *

 _Present day..._

"I was forced to go to my knees... I must've been very desperate... " Ben admits as he stands up and breaks the ice on a rock. He then massages his wrist as he sighs.

Ben then heads back to the cave to rest a bit.

As he sits down on the floor with his back against the wall to rest, he checks his scroll. No signal. Like usual. Something must've happened to the towers. Without them, there'd be no outside communication. He sighs. He exits his contacts and sees his scroll's wallpaper...

...Team RWBBY. Ruby is sticking her tongue out at the camera. Weiss is looking at Ruby, disgusted. Blake has her arms crossed, sighing. Yang is doing a peace sign at the camera. Ben is behind them, smiling and looking at the camera.

Out of pure melancholy, he opens his scroll's gallery and taps on the photos. He scans through the images. One is a photo of team RWBBY in Halloween. Ben is dressed as Sol Badguy, Ruby is Maka, Weiss is Elsa (reluctantly), Blake is Taokaka and Yang is Bullet. Bullet!Yang has handcuffed her right hand to Sol!Ben's left hand while she's smiling at him, all while Elsa!Weiss is looking at her costume, annoyed, Maka!Ruby is eating candy and Tao!Blake is trying to lift the big sleeves of her costume.

The next photo he checks out is him and Ruby being chased by Weiss after they both drew some circles and a mustache on Ice Queen's face.

He scrolled for more. Each time he sees a photo, he smiles but a part of him keeps dying inside.

However, one photo really hits the nail on him. He sees the photo of him and Yang, both sleeping together. It's a different person who took the photo. Yang has her head on Ben's chest as she hugs him while Ben has an arm around her.

Ben stares at it. This photo was taken the day before the tournament started. He sighs. As he puts his scoll back in his pocket, he looks at the ceiling of the cave in deep thought.

He...

...chuckles. "I can still turn this around." Ben says, determined. He gets up and heads out.

* * *

Raven returns to the cave with a basket full of fish. However, once she enters the cave, Ben's not here. She places the basket down and searches for his Aura. She sensed Ben back at the field where they train.

After walking to the spot she wants to go to, she sees Ben struggling to create an energy sword again. She narrows her eyes under her mask as she watches.

Ben is gritting his teeth as he kept trying to create another energy sword. His burns are getting worse. He kept trying, however, and just gritted his teeth and winces.

But his burns got worse. The burn marks on his hand and wrist became worse as it suddenly extends up to his arms and his right cheek.

Raven's eyes widened in worry, surprise and fear at Ben's major injury. She's about to draw her sword and switches the Dust on her scabbard into ice Dust.

However, Ben stopped gritting and just yelled both in pain and determination. As he yelled, Raven noticed Ben's hair flashed white for a moment before returning to it's normal brown. Raven's eyes widened again when she sees that Ben had successfully created an energy sword on his hand.

The burns on his skin remained as he pants in tiredness. However, he suddenly chuckles as he stares at the sword he made. He then makes the sword disappear and falls down on the ground, unconscious.

Raven lets go of her sword and stares at her unconscious student. After staring at Ben for a while, she picks him up and carried him on her back, heading back to the cave.

 _Stubborn child...You are... much like... him... when we were younger..._

An image flashed in Raven's mind.

The image is a younger version of her beside her brother.

Back in reality, Raven kept walking to the cave with Ben on her back. As she kept walking, Raven looks at Ben, whose head is hanging over her left shoulder. She stares at him hard, even when the burns on his cheek seems a bit disturbing. She can see that this boy is one who fights for justice and equality. For peace. But she can also see that he's a naïve optimist.

There's just one thing she wants to know about him. Is his sense of justice greater than his optimism?

* * *

Ben wakes up and sits up from the ground. He sees that he's back at the cave and Raven has started the bonfire again as he sees her cooking some of the fish over the fire with a stick. "You're awake. Good." Raven says.

Ben then noticed that his right and left arm are coated in ice. He breaks them on the walls of the cave and freed his arms.

"Did I..." Ben tried to ask something, but Raven already guessed what he wanted to say.

"You succeeded im creating your first energy construct using the Guardian's power. However, you're not yet past stage one." Raven says.

Ben raises a brow in confusion. "Stage one?" Ben asks.

"Being a Guardian requires four stages to attain full power. Stage one is weapon construct creation. Stage two is creating your Familiar. Stage three is wind manipulation. Stage four... stage four is unknown. No Guardian in history has been able to achieve it. But there were rumors that there's a fourth stage." Raven explained.

"Wow. I didn't know it was that complicated." Ben comments. "Wait, how am I not past stage one yet?" He asks.

"You were still struggling to create one weapon construct. Stage one requires you to create multiple constructs with minimum effort." Raven explained.

"Oh." Ben replies. "So how do I, you know, achieve stage one?" Ben asks.

"I will train you...very... very hard." Raven replies.

Ben gulped. "Wh-What?" Ben asks.

* * *

Ben gets sent flying into some trees as the trees themselves fall on top of Ben. Raven sheathes her sword after doing an attack on her student.

Ben pushes away the trees on top of him as he holds an energy sword construct on his right hand, which already has burn marks on it. He jumps at Raven but she merely blocks the sword with her arm guard. She then punches Ben in his face and and sent him skidding backwards. She then switches the Dust on her scabbard to lightning Dust and she swings her purple blade, creating an arc of electricity to hit Ben, shocking him and causing him to get sent to another set of trees.

Raven sheathes her sword again and crossed her arms in disappointment. Ben gets back up, panting. "Your Aura level is low." Raven says to Ben.

"Let's keep fighting. I can do this!" Ben replies, determined to win. However, Raven is suddenly in front of him and pokes him on his forehead. Turns out, she was aiming at a pressure point. Ben falls down on his back, unable to move.

"When you can get up again, rest in the cave. I will not tolerate stubborn behavior." Raven says as she heads out for something.

Ben tries to move but he can barely feel anything below his neck. He just sighs. "Yes, Sensei..." Hen just replies to Raven. He looks at the morning blue sky as he thinks about what will happen in the future. He just sighs afterwards and closes his eyes. "Worst day ever. Of all time." Ben says to himself.

* * *

 **Disciple of the Raven**

* * *

 **Next time on Disciple of the Raven...**

 **The teacher and student has come to their true training. However, the race is about to happen. Will Raven hurt Ben more through her training, or will Ben's true self go through Raven and makes her something... better as a person?**

 **Next time: I'm Still Here**


	59. I'm Still Here

**Back! Glad you guys liked the last one. Here, have another chapter! :)**

 **Also, if you're wondering about the title of this chapter, the title is based on a song that has the same name. It's part of the Treasure Planet OST.**

* * *

With all three of her opponents down, Amber grabs her staff from the ground and uses it as support to walk over to Emerald, wincing and clutching her side all the while. Emerald only has time to look up in fear before Amber glowers and raises her weapon to finish the fight... just when she hears a quick whooshing noise ends that with a sudden thump right as she gasps in pain.

Eyes wide, Amber collapses forward, an arrow sticking out from her back while Cinder lowers the bow and smiles once more. She drops her weapon and calmly comes forward, taking out awhite glove as Mercury and Emerald force their defeated foe to her knees. Amber and Cinder meet eye-to-eye before the villainess lifts up her now gloved hand, the back of it marked with the red symbol of an open eye in a compass shape, broken on one side by five diamond shapes. Cinder reaches down, palm towards Amber when the white suddenly opens a small red portal, out from which a Grimm bug comes out.

"Please don't...!" Amber begs as her eyes dilate and her tone filled with fear.

The creature spits out a web of black, attaching to Amber's face in a familiar pattern. When she looks up, screaming, her one free eye is blazing, a final blast of wind erupting from her as the glow fades into the inky strands, up through the glove, and into Cinder's body. Her own victorious eyes light up with power, a shower of sparks surrounding her and black-and-red circle appearing under their feet. Amber closes her eye...

"AMBER!"

Without warning, footsteps can be heard racing towards the ritual, and Cinder only has a moment to look up and see Qrow and another man swinging their swords down on them, severing the web and making the three leap back. Qrow manages to grab the unconscious Maiden before she hits the ground while the man he was with enters a fighting stance, ready to fight. Cinder watches to her hand as the glove burns away into nothingness, leaving only a tattoo of high heels between her exposed shoulder blades.

Cinder looks up with a grin, right eye now brimming with golden energy, as she gets up from her position and raises her arms, embers circling around her.

"Qrow...Get her out of here. I'll deal with them." The man, wearing a black hoodie, white pants and a red snowflake emblem on his white shirt, says to Qrow.

"Noir, we're not leaving you here–" Qrow tried to say.

"Just GO!" The man, named Noir, yells.

Qrow grits his teeth and runs off with Amber in his arms.

Noir then faces Cinder, Mercury and Emerald. He pulls down his black hood as he lets his white hair flow in the wind. "You can hurt me... You can torture me or even kill me. But you harmed my Amber. Today was supposed to be our wedding..." Noir says as he suddenly starts glowing with a black aura around him. "You will die." He adds and opens his eyes. They were pure red.

As the villains prepare themselves, Noir then creates a literal hundred energy swords behind him and makes them all rain down on Cinder and her comrades.

The villains managed to dodge them all, but Mercury gets hit in the leg, the energy sword piercing his cybernetic leg. This caused him to fall on the ground.

When Emerald tried to charge at Noir, he merely yells out, "Familiar: Eckzahn!"

A giant arm made of energy, which also happens to resemble the arm of a Beowolf, appears from behind Noir and it suddenly grabs Emerald. Emerald tried escaping, but the hand's grip is too tight. Noir then made the arm slam Emerald into the ground, knocking her out.

Cinder then made some hand gestures and fired fireballs at Noir. However, he merely uses his wind manipulation and creates a tornado around him. The fireballs entered the tornado and were redirected back at Cinder, who managed to dodge.

Cinder tries to create an explosive move, but then Noir does a two finger hand sign and yells, "Familiar: Eckzahn! Remove Restriction. Eckzahn Teufel!"

Then, behind Noir, a creature made of his energy appears. It resembled a human wearing an armor made of Beowolf body parts. It also had a sword. Noir then made his Eckzahn Teufel attack Cinder by swinging it's sword down.

Cinder tries dodging, but the sword was too big. She gets hit and is a bit injured. Her aura is slowly healing her. Noir then makes sure that Emerald and Mercury don't move so he traps them in a prison made of energy swords. The Guardian, Noir, approaches Cinder as he creates a bow and arrow made of energy. He aims for her heart.

* * *

A portal opens just near the battle between a half Fall maiden and her lackies vs the Guardian who has reached stage three.

And from this portal, out comes Michael Morningstar, also known as Darkstar. He sees Noir and Cinder, the former ready to put an arrow through the latter's heart.

"Hmmm..." Darkstar says to himself.

* * *

Cinder looks at Noir in a bit of fear.

Noir barely has any emotion on his face, but one can tell that his eyes are burning with rage. "Do you believe in destiny?" Noir asks for some reason.

"What?" Cinder asks back, confused.

"Should've said yes." Noir says to Cinder and readies his arrow...

...until he suddenly gets blasted by dark energy that starts absorbing his energy and aura. Noir is forced to his knees as the black beam continues to absorb his life force.

Cinder looks to where the beam is coming from and sees Darkstar, walking calmly as his left hand is behind him while his right hand is blasting the dark beam. "It is very rude to harm a lady." Darkstar says as he casually approches Noir.

Noir feels all the pain. But he can't give up now. He fires an energy sword at Darkstar, who was caught off guard. The sword manages to hit him in the gut, causing him to bleed. He didn't have aura yet in this time.

The attack and pain on him caused him to stop firing his beam and caused him to clutch his bleeding stomach.

Noir then clasps his hands together and readies his ultimate technique. He doesn't have much energy to fight back after what Darkstar did.

 _I'm sorry, Amber... I can't be with you..._

Noir starts glowing white as cracks start to form on his skin. "Zauberer Von Oz." Noir whispers and he suddenly...

...self destructs. An energy of blinding light comes out of him and he explodes painlessly. He covered a wide area in an attempt to take down the villains.

However...

Darkstar grabs the injured Cinder while the newly recovered Mercury grabs the still unconscious Emerald. Darkstar then says, "Abeo Exorior." And suddenly, they all disappeared before the explosion hits them.

* * *

In the distance, Darkstar gently places Cinder against a tree so she can relax. Darkstar then holds Cinder's hand and suddenly, she is glowing gold. "Rest Ituo Nowitus Wespinaetro Itus Vigoratus Perwita." Darkstar says.

After that spell incantation, Cinder's injuries suddenly healed.

"And who might you be, helpful stranger?" Cinder asks in an almost flirting manner.

Darkstar chuckled a bit. "I'm a tourist. I would like to look around." He replies ominously.

* * *

As Qrow ran with Amber still in his arms, he doesn't notice Amber wake up a bit and whisper a little.

"Noir..." was all she whispers before slipping back to unconsciousness.

* * *

 _Present day..._

"So that's what happened to the Guardian before me?" Ben asks Raven.

"He died, yes. How he died, no one knows. All that my brother knows is that Noir told him to bring Amber to safety. Since then, Noir never came back. The fact that you're the current Guardian is evidence enough that he died." Raven replies.

Ben sighs and looks down on his left hand. His palm, to be exact. He then clenches his fist as he thinks about the people who attacked Amber and Noir. They need to be brought to justice.

"Finish your meal. We'll train more later." Raven orders as she stands up and leaves the cave.

Ben then looks at his right hand... that's holding a unfinished fish on a stick. He takes a bite and looks at the bonfire.

"I wonder if the girls are doing alright..." Ben asks himself. He suddenly then chuckles at his own worry. "I'm sure they're fine. Ruby's the leader. Weiss is a smart girl. Blake is... and Yang..." Ben says but suddenly stops right at the Bumblebee duo.

He looks down. He remembers that Blake and Yang were heavily injured that day. And he didn't even get a chance to see them before he ended up here with Raven.

He grits his teeth. This is Alpha's fault. He'll pay. He'll pay for all this.

* * *

Back in the fallen Beacon tower...

Alpha and Revenant, aka Evil Pyrrha, are facing each other. Alpha then shows his palm at Revenant. On his palm is an hourglass symbol.

"Sister managed to copy a bit of the Omnitrix. Unfortunately, I cannot recreate it with this little piece. But we can use it to track Ben Tennyson down. This little piece is connected to his Omnitrix, so you'll be able to track him down with this." Alpha explains to Revenant.

Revenant bows her head as she says, "Very well, my Master."

Alpha then grabs hold of Revenant's head and starts implanting the Omnitrix piece into her brain. "While we're at it, this piece also has data of some of his aliens. I shall give you three of them for now, as that's all the alien data this piece has." Alpha explained.

Once he let's go, Revenant shakes her head then looks at her hands. "Data received. Abilities of Lodestar, Heatblast and Feedback downloaded." Revenant says.

"Now go, my servant. Do what you are told and destroy Ben Tennyson!" Alpha yells.

Revenant bows her head again in response then runs off and jumps off the tower, landing on a nanite infected Nevermore, commanding it to fly to Ben's location.

Alpha narrows her eyes at Revenant, who is now far away. "I lied." Alpha whispers, referring to the Omnitrix piece. "Even with this tiny piece, I can recreate it. Especially since I still have data on the Ultimatrix, which I copied years ago from Ben Tennyson." He says to himself.

He then starts creating something.

It wasn't the Omnitrix nor is it the Ultimatrix.

It's something else...

* * *

Ben gets knocked down again by Raven. This time, she didn't even use her sword. All she did was kick Ben multiple times.

Ben stands back up, his energy sword still on his burning right hand.

"You're always leaving yourself wide open. When engaging an opponent, always make sure you are both on the offensive while also being defensive. Now, attack me again!" Raven orders her student.

Ben nods and charges at Raven. He swung his energy sword at her, but she blocked it with her arm guard. Raven then uses her free hand to draw her sword and uses it's handle to hit Ben on the gut really hard. This caused him to kneel in pain. Raven attempts to kick him, but this time, Ben managed to block her foot by crossing his arms in front of him. However, he gets surprised when Raven kicks him in the face with her other foot.

Ben gets sent flying to a tree, causing it to break and fall on him. Raven sheathes her sword back.

Ben pushes away the tree debris and stands back up. He's panting like a tired dog. He grits his teeth.

"i can feel your anger and frustration." Raven suddenly says, causing Ben to get surprised. "Is it your anger towards the stress of training? Is it anger towards the fact that your goal is very far away from your reach? Or perhaps... it's anger towards your enemy?" Raven added.

Ben's eyes go wide at Raven's last words. He grits his teeth. He blindly charges at Raven, energy sword drawn...

...but when he gets near her, Raven just backhands him in the face, causing him to be surprised and land face down on the ground. Ben then sits up and touches his left cheek, which has a red mark on it because of Raven's backhand.

"You are foolish. You do not let your anger control you. You control it. Isn't anger the downfall of Yang?" Raven says.

This made Ben's eyes widen even more as a memory of Yang getting disarmed by Adam flashes in his head. He then looks down on the ground, his face having a sad expression. "I'm... sorry... Sensei..." Ben whispers but Raven can hear it.

Raven looks at Ben firmly under her mask. She then closes her eyes, with the rest of her facial expression unknown because of the mask. "Rest. Once you are fully rested, go fish for our food." She simply says and walks away. "I shall return in the evening."

Ben looks behind him and says, "Where are you going?"

However, Raven's already gone. Ben just sighs.

* * *

As Ben remains sitted on a rock while holding a spear, he thinks about the things that had happened. From getting teleported to this crazy world to meeting new friends to fighting bad guys to fighting in a tournament to disaster to this training. Ben sighs at the thoughts.

He then remembers his master's words.

 _"You are foolish. You do not let your anger control you. You control it. Isn't anger the downfall of Yang?"_

Ben just sits there, thinking about those words, over and over. He sighs.

 _How can I not be angry? My only home is in ruins, my only family doesn't know where I am, two of my friends were injured that day and to top it all, I... I'm not even sure what happened to all of them... I'm... all alone..._

Ben says in his head. He just sighs and lowers his head, hiding his face under his arms as he remains sitting on the rock.

 _"You're not alone. Geez."_

Ben gets surprised when he hears a voice. He lifts his head up and, for some reason, he finda himself in an abyss where there are only two lights: one shining down on him and one shining down on...

...on Yang?

 _"Quit moping around. It's not your style." Yang says._

Ben can't believe his eyes. Is this a dream? "Yang?" He asks the apparition before him.

 _"I mean come on! What happened to brave, daring and awesome Ben 10 I loved?" Yang asks. "You've made Ruby idolize someone new. You've made Weiss know true forgiveness. You've made Blake accept and appreciate her own life. And you've made me the happiest girl in the world." She adds_

 _"She's right."_

Ben gets surprised by another voice when another light shines down on Yang's right and reveals...

...Ruby.

 _"People always get confused about who's the leader of the team. You know why?" Ruby asks. "Because I may be assigned as the leader officially, but you are the one who taught us everything you know. I'm the leader in the eyes of everyone else... but you're the one who always kept us together. You're the heart of the team, Ben." Ruby says._

Ben looks at Ruby. He's speechless.

 _"Don't give up."_

Ben looks to Yang's left and a light shines down on... on Blake.

 _"You didn't give up on Weiss when she was accusing me. You didn't give up on Ruby when she was starting to lose hope during the battle for Beacon. You didn't give up on me when I ran away. and you didn't give up on Yang when we thought you died. You can't give up now. Now that you've come so far." Blake says._

 _"So what are you just sitting there for?!"_

That last voice. Ben looks at Ruby's right and a light finally shines down on Weiss. Ben looks at her.

 _"Ruby always wanted to try out the Omnitrix. Blake still wants to see those stupid Sumo Slammer comics of yours. Yang still wants to marry you. And I still want a rematch. But it doesn't stop there. There's still a lot of things we want to do with you. A lot of time we want to spend with you. And I'm sure there's still some things you want to do with us. So are you just going to keep being an emo there or be a stupidly brave dolt that doesn't know when to give up and reunite his friends?!" Weiss exclaims._

Ben just looks at the apparitions– no– at his friends. He clenches his fist and smiles, in the verge of crying. "You guys..."

 _"Goooo Ben!" Yang yells happily._

 _"Fight well!" Blake adds._

 _"Don't let that grumpy woman tell you what to do." Weiss says sarcastically._

 _"Represent team RWBBY!" Ruby yells happily as well._

 _"Because you are..."_

Ben looks back at them and sees it's not just team RWBY anymore. Behind the girls are teams JNR, SSSN, AMBR, FNKI, Qrow, Ozpin, Glynda, Ironwood, Oobleck, Port and everyone else of his friends.

"...you are the Guardian."

Ben looks behind him and...

...and...

...and sees Pyrrha. She smiles and offers a hand up. Ben takes it and stands up.

"You may think that you don't want this path... But sometimes, you need to walk down the path you don't want... and make the best out of it. Whatever path we choose, we make sure we do it right." Pyrrha says to Ben. "Are those not your words to me?"

Ben smiles back. "Yeah. I did say that, didn't I." Ben admits.

"Then take whatever this path will lead you, Ben, and make the best out of it." Pyrrha replies. Ben nods. As they stare at each other, smiling, Pyrrha suddenly asks, "Do you believe in destiny?"

A few seconds of silence filled the abyss, until...

"Yes." Ben replies with a smile.

Pyrrha smiles back as everything fades to white.

* * *

And Ben wakes up.

He looks around and sees that he's still sitting at the rock while the river flows through below him. "So it _was_ a dream." Ben says to himself. "For some reason... Pyrrha's presence felt... real..." Ben to himself again.

He looks at the orange afternoon sky...

...and smiles. "The previous Guardian may be gone... But I'm still here." He says.

* * *

 **Next time on Disciple of the Raven...**

 **Ben's eyes have been opened again. Next time, as he struggles to do his training, Raven will finally show something that even Ben would be surprised. Is this his final test?**

 **Meanwhile, he is unaware that Pyrrha had died that night at Beacon. And he's also unaware that her body is being used as a vessel of a foe he'll likely struggle against. Will Revenant succeed?**

 **Next Time: My Son**


	60. My Son

**Back! Whew! Took a while, huh? Well, let's not dilly dally. I don't wanna keep you waiting. Go ahead and read.**

* * *

Ben wakes up and finds himself still in the cave. As he yawns and gets up from his makeshift bed, which is just big piece of torn cloth, he looks at his Omnitrix until he realizes that it doesn't tell time since it's still inactive. Ben needs to find a way to jumpstart the device again. For now, the Guardian powers is his only means of self defense.

But there's always... him.

Ben shakes his head just thinking about him.

 _No. I don't wanna transform into Ultimate Ben... maybe...if the situation calls for it... I might have to... but for now.._

He says in his head. However, his train of thought is interrupted when Raven comes inside the cave. She's carrying a basket of fish. They all seem fresh and seemingly just taken from the nearby river.

"Cook your food. I'll be right back." Raven orders her student and immediately left, even though she just got here.

Ben scratches his head in confusion. It wouldn't have hurt for her to say good morning. Nonetheless, Ben goes outside the cave to get some wood and sticks to cook the fish.

* * *

Somewhere, a short woman sheathes her blade into her black umbrella. Afterwards, light covers her body and now, she's wearing a black suit with multiple pink streaks on it. She's also wearing a Grimm mask that resembled the skull of a Beowolf. She puts her black umbrella on her side and walks away from her mirror...

...a mirror with multiple images of Ben attached to it.

She puts on her hood and heads out...

...to find her love.

* * *

After eating at least 2 fishes, Ben is now trying to train himself. He's created an energy sword on his hand again, but this time, he has less burns. In fact, the burns are barely visible, but Ben himself felt them.

Now, he wants to be able to create another without hurting himself. As he holds the current energy sword in his right hand, he now struggles to create another on his left hand. As he does so, his left hand's now starting to burn up a little, as the burn marks are more visible on his left.

 _I can do this! I wielded a sword that can destroy galaxies! I can wield a sword made from an energy of a dark witch._

Ben said in his head as he kept trying. He's very determined to do this. He's gone this far. He's lost too much to be stopped now.

And with one last scream of determination, he finally creates a second energy sword, albeit his left arm paid the price by being covered in burn marks which look very, very painful.

"Whoo! Yeah! Go... me..." Ben says but then he passes out due to the pressure of creating two energy swords at the same time. One was enough to drain part of his own aura. Imagine two.

As he just lays there on the ground, unknown to him, Raven has been watching him the whole time from on top of a tree. "You better be right..." Raven says, as if she was talking to someone else.

* * *

Raven is currently sitting on a nearby rock, which is also near the unconscious Ben on the ground. As she remains seated there with her arms crossed, she waits for Ben to wake up on his own.

She could try kicking him or stepping on him or probably dumping water on his face, but it would seem like the pain he just experienced doesn't seem to be waking him up so what good would simple kicks and stomps be compared to a massive burn? Then again, with water...

She gets interrupted when Ben suddenly groans in his sleep. She looks back at Ben and watches him grumble. "Ugh... mom, I don't wanna go to school..." Ben says while still unconscious. It would seem that he's dreaming... or having a nightmare.

Raven then tries to remember what happened earlier, when she left Ben at the cave in the morning.

* * *

 _Earlier..._

"Cook your food. I'll be right back." Raven orders her student and immediately left, even though she just got here.

Once out of the cave, she slashes her sword at the air, opens a black and red portal and enters it. The portal disappears once she went in.

Minutes later, she exits the portal and finds herself on a cliff side, overlooking what looks to be a destroyed and old CCT. She jumps down from the cliff and once she landed on the ground safely, even creating cracks on the soil, she heads to the collapsed tower.

Once there, she finds someone sitting on top of some of the rubble and he seems to be drinking.

"You're early." Raven deadpanned at the person.

"Nope." The person replied and turns around to face Raven. "You're just late." Qrow replies.

"On the contrary, you're both on time!"

Raven and Qrow both look at their side and see Professor Paradox approaching them. "Easy for you to say. You're a time walker. Any chance you're related to Ozpin?" Qrow asks jokingly at Paradox.

"I'm related to a lot of people, Qrow. Even the Doctor." Paradox replies.

"Doctor who?" Raven asks.

"Exactly." Paradox replies. He then suddenly pulls out a paper bag of gumballs from his lab coat. "Gumball?" He asks as he offers the bag to the siblings.

Raven just crosses her arms while also waving a "no" with one hand.

"I'll take one." Qrow replies and he takes five pieces of gum of different colors: red, white, black, yellow and green. He pops the white one into his mouth.

"Why exactly did you want to see us both, Paradox? I have to train the boy today. Let me remind you that that was your idea." Ravem complained, annoyed by this sudden meeting.

As Qrow chew on the red gum, he says, "You'll have to forgive my sister. Yang got her temper from her."

"I will kill you in your sleep." Raven threatened her brother.

"See what I mean?" Qrow asks jokingly and blows a bubble from his mouth and then makes it pop, prompting him to chew it again.

Paradox shakes his head in amusement and eventually replies, "I came here to give you both... let us call them 'gifts', yes? I'm here to give you both gifts." Paradox says and, from his lab coat, Paradox somehow pulled out...

...Ozpin's cane. He hands it to Qrow, who takes it.

"Oz's cane..." Qrow said as he looks at the object in his hand.

"And this is for you, miss Raven... Well, it is for you to give. It is actually meant for Benjamin." Paradox says as he pulls out...

...a long rectangular box. Raven takes it and pops up the top cover to see what's inside. Her eyes narrowed a little as she looks at the object in the box.

"This is a..." Raven says but trailed off.

"Indeed. It is only a prototype of a very powerful weapon, but only those worth of the weapon could use it's true power. In fact, only those who are worthy are the only ones able to lift it." Paradox explains.

"How come I'm able to carry it then? Am I worthy?" Raven asks as she closes the box.

"No, miss Raven. You are not actually using it or lifting it by it's handle. You are merely carrying it while it's in a container." Paradox joked, but what he said is true.

"Heh. You're not worthy, sis. Maybe an elevator is more worthy." Qrow jokes as well.

Raven just glares at him. No other words of humor escape Qrow's mouth as he just looks away and chews on the black gum next.

"This thing is meant for the boy? Are you saying he's more worthy than I?" Raven asks, sensing a hidden insult in Paradox's words.

"Well, not even I am able to lift it, miss Raven. So you mustn't feel bad for yourself. But yes, that is meant for Ben... at least, that's what it's creator told me. It is entirely up to this gift whether Benjamin is worthy or not." Paradox replies in a serious tone.

"I got faith in him." Qrow says, catching the attention of the two. "The stories about him and everything he's done so far... everything he's been through... if there's anyone worthy, it'll be Ben... But I could think of one other person who can probably lift that." Qrow added as he drinks again.

Raven narrows her eyes in annoyance at her brother. "You?" She asks sarcastically while also being annoyed.

"Hah. I wish I was. But no." Qrow replies as he looks at the gumballs in his hands, more specifically, the red gumball. "Do you guys think silver and green are colors of heroism? I'm starting to think so. That Pyrrha girl had green eyes. Ben has green eyes. Summer had silver eyes... and Ruby–" Qrow tried say but he gets interrupted by Raven.

"Is this all you have to tell us, Paradox? If so, then I shall be on my way." Raven complained and started walking away.

"Miss Raven, I just have one final warning." Paradox says, causing Raven to stop walking and face Paradox. "If you are to give that gift to Ben, you must tell him... that memory is the key."

Raven raises a confused brow and says, "Memory is the key? You're not making any sens–"

However, Paradox is already gone. Qrow pops the red gum into his mouth this time and shrugs at Raven, who looked at him with a stare that basically asks where did he go?

"Hey sis." Qrow called out to her sister before she leaves. "Catch." He says and tosses the remaining gumballs at Raven, who manages to catch them.

She opens her hand and sees the gums she caught: the yellow and green ones.

"You two probably haven't brushed your teeth in probably weeks now. You might need those." Qrow jokes and turns around and jumps off the rubble. After that, a crow flies away from where he jumped.

Raven growled a little in annoyance and just goes her way.

Once she has returned to the cave, she sees that Ben seems to be done eating as he is not in but there are clear signs that he was just here earlier. She can hear yelling at the distance. It must be Ben.

She puts the box she got from Paradox on the spot behind the rock she usually sits on and covers the box with a bunch more rocks to hide it. She then heads out to check on Ben.

She jumps from tree branch to tree branch. Once she reached where Ben is, she remained on a nearby tree and watches Ben.

Miraculously, Ben somehow created a second energy sword construct. She smiles under her mask. However, she realizes what she just did and shakes her head, her smile fading. She then looks back at Ben. He passed out from the pain.

She stares at Ben intently as she tries to remember Qrow's words.

 _If anyone's worthy, it'll be Ben..._

"You better be right..." Raven says, as if she was talking to someone else. As if she was talking to Qrow.

* * *

 _Present time..._

Raven opens her eyes. She must've fallen asleep waiting for Ben to wake up. She noticed that it's nearly afternoon. She looks back at Ben and sees that he's still asleep, but his burns have finally healed.

Maybe she really should've stomped him. And she does so as she stands up and stomps on Ben on his chest, causing him to wake up and start coughing. Raven puts her foot away from Ben's chest as she crosses her arms in amusement and Ben kept coughing.

"Hi..." Ben responds and coughs afterwards. "...Sensei." He finished what he wanted to say.

Raven raises a brow in curiosity and confusion. "Hm? No witty remarks? No complaints?" She asks her student.

"I've gotten used to it by now. Do it more and I might end up as a masochist... No wait... Please don't do it more... I don't wanna end up like one..." Ben replies and joked, despite his situation.

Raven... actually chuckles at his joke, surprising Ben. "Sensei?" Ben asks, worried of the sudden attitude change.

"Nothing." Raven replies and clears her throat, as if denying she just gave a positive reaction. "Keep training. After that, take a break then I'll train you in combat again." Raven says instead and sits back on the rock.

"Ooookay... Sure, Sensei." Ben replies and stands back up, attempting to create more energy constructs.

* * *

 _(Montage Music: I'm Still Here - Treasure Planet)_

And they trained for days.

A normal sword fight/spar, creating more constructs, push ups and other strength exercises. They kept doing those.

At one point, Ben managed to create 6 energy swords and made them float behind him, like Penny. He sighs as he remembered what happened to Penny. Raven noticed the look on his face and yelled at Ben to concentrate. Ben immediately snaps out from his spaced out mourning and trained with his Sensei again. However, he lost the spar. Even though he no longer struggles to create energy constructs, that doesn't mean he knows how to use them properly.

Another time, Ben has started doing push ups with one hand... while Raven is sitting on his back. Because of this, Ben only managed to do ten push ups. As he remained face down on the ground, Raven gets off his back and steps on the back of his head, causing Ben to squirm.

On a different day, Ben finds himself on top of the cave at night, lying down on the ground and watching the stars above. He smiles as he even sees a constellation that looks like a bunny. Seems that the constellations of this universe are different. He only just noticed this now.

Unknown to him, Raven is watching him...

...without her mask on.

A different time, Ben, with his six energy swords, and Raven have started sparring again. This time, Ben seems to be able to keep up more now. As their blades clash, they stare into each other's eyes. While Ben can't see through Raven's hardened eyes, Raven can see clearly that the light inside Ben has not yet died. And may never die. The fight lasted a whole five minutes before Raven wins again, managing to knock down Ben on his back.

Ben stands back up, rubbing his head. However, he did not expect what happened next.

"Good work." Raven says and...

...she puts her right hand on Ben's head, as if patting his head once. Ben remained wide eyed as he stares at the ground, trying to take in what Raven is doing. Raven then lets go of Ben's head and walks away.

Ben turns around to watch his Sensei leave. He... smiles without even realizing.

Next day, Ben is doing push ups with Raven on his back again. However, he seems to have become better at it, as he is now counting at 119. He keeps doing it, even with the heavy person on his back adding pressure. Raven then stops staring at nothing and looks at the Ben below her. She narrows her eyes at his determination and newfound strength. She unknowingly smiles at her student.

She's not even aware that she's becoming attached to Ben. After all, they've been master and student for nearly a month now.

Another day, Ben and Raven went fishing on the nearby river. After Raven puts some of the fish she caught on a basket, she looks at Ben, who waves at her and starts fishing. However, Ben accidentally slips and falls on his rear. Raven chuckles at Ben's little accident.

Next week, Ben and Raven face off again. This time, their fight is lasting longer than their previous spars. Ben used his memories of Penny to know how to use his new abilities. With his six blades, he can keep up with Raven's superior blade skills. While Raven is still leagues better than Ben, Ben is still able to keep up. That's doesn't mean he's actually winning, but it's a start. Their fight has been going for thirty minutes.

With one final attack on both sides, they clash their blades. The resulting collision of blades creates a shockwave that cuts down all the trees around them. They stare at each other's eyes. This time, Ben can see Raven's eyes directly. He still can't tell what kind of person she is. Maybe he can't read her because of the mask.

Right on cue, Raven pushes Ben away and, surprising the student, Raven takes off her mask. Ben can see clearly her face now. For the first time.

Raven looks exactly like Yang, albeit with black hair and red eyes.

The unmasked Raven...

...smiles at Ben, who blushes as he gets reminded of Yang. They continue their spar.

It lasted for an hour and a half before Ben finally fell due to fatigue. Raven seems fine, though.

 _(Music Montage end)_

* * *

Night time.

Ben and Raven, in their cave, are cooking some of the fish they caught. As they do so, Ben is still staring at Raven's face. He really can't unsee it now. Raven really looks like Yang.

Raven seems busy eating her fish. However, surprising Ben, without even looking, she says, "If you're suddenly attracted to the mother of your own girlfriend, you are scum."

Ben blushes and gulps in nervousness. "No no! It's just... I... I miss Yang... I miss everyone..." Ben says, his tone shifting from embarrassment to sorrowful.

Raven looks at her student this time and asks, "I'm not good enough to be your companion?"

"No! I didn't mean that. I've enjoyed my time with you over time... It's just... I really want to see my friends..." Ben replies.

Raven stares at Ben intently. No one but her could tell what she's thinking right now. As she finishes her meal, she then asks Ben, "Do you want to see them?"

Ben, instead of looking at Raven, just stares at the ground and replies, "Yes. I want to. But with my current strength, I'm..."

"Then you can leave." Raven interrupts Ben, causing him to stare at her this timetime, albeit with surprise.

"Huh?" Ben asks.

"Remember when I told you that there are four stages of the Guardian abilities?" Raven asks. Ben nods in response. "The first stage required for a Guardian to have an undying will to be able to master the first stage. And you've done it."

"Wait... I've... mastered the first stage?" Ben asks, confused.

Raven nods. "By pressuring you with intense training, I had to see if your determination is strong enough to overcome my methods. And you proved me correct. You were determined enough that you no longer complain about pain, you don't ask for breaks, and you were even willing to do hardened versions of a normal training exercise. The fact that you faced all of these with your strong will were enough for the Guardian powers to finally let you master the first stage." Raven explains.

Ben looks at his hands. At himself. He can't believe it. He actually managed to do the first stage. He smiles as he even creates two energy swords on his hands.

"However..." Raven interrupts his mini celebration. "I cannot help you in the next stages."

"Why not?" Ben asks.

Raven closes her eyes as she replies, "The second stage requires forgiveness of self... the third stage requires acceptance of loss. The fourth stage's requirements are unknown. That is why... you must go out there to find the answers... for those requirements, I cannot help you with them."

"But... Sensei..." Ben tried to say. He really has grown attached to Raven. He doesn't wanna leave her just like that.

"Benjamin..." Raven interrupts. "I cannot be guide you all the time. It's always best to find things on your own. You have to learn to stand on your own two feet. I can't always be there to be your cane." Raven adds, with a hint of regret.

Ben looks down in deep thought. After thinking about it for a while... he looks back at Raven and says, "Then I will use these skills you've taught me... to bring my friends back together."

Raven opens her eyes and looks at Ben. She smiles as she stands up and clears some rocks behind her spot...

...and she takes out the box Paradox gave her. She hands it to Ben, who takes it with a confused expression. "What's this?" Ben asks.

"Open it." Raven replies.

Ben opens the box and he pulls out what's inside.

It's... a simple sword? a black sword. Completely black, from it's blade, it's guard and even it's handle.

Raven smiles at the sight of Ben holding the sword.

 _So he is worthy..._

Ben examines the black sword. It doesn't look any different from any normal sword, though. Still, it's a gift from his Sensei, so he can't complain. "I'll treasure this forever, Sensei." Ben says.

"Now... Go. You have friends to reunite." Raven says as she puts her mask back on. Ben nods and he starts packing up.

As Ben exits the cave, he looks at the night sky. The stars are not visible in the sky... except for one.

"Benjamin..."

Ben turns around and sees Raven handing Ben a piece of clothing. As Ben puts his sword in a sheathe, he takes the clothing and looks at it by spreading it. It's a black hoodie/trenchcoat hybrid.

"This type of clothing is worn by every Guardian in history. I think it's best to wear one as well." Raven explained.

"Black? Seems edgy." Ben says, smirking at his own joke.

Raven smiles at Ben and just says, "Tell that to the Guardian that started wearing those."

Ben smiles and just puts on the black hoodiecoat.

With that, Ben and Raven just stare at each other. They were silent for a moment, until Ben bows down and says, "It's been an honor training under you, Sensei."

Suddenly, he feels something touch his bowed head. He opens his eyes and sees that Raven...

...pats his head again, her hand still on top of his head. Unknown to him, Raven is smiling under the mask.

"We may or may never meet again. If we do meet again, promise me... you'll pretend you do not know me." Raven asks.

"But, Sensei–" Ben tried complaining.

"Promise me." Raven interrupts, firmly saying these words.

Ben was silent for a while until he finally replies, "I promise."

"Good." Raven says and she suddenly lets go of Ben's head, takes off her mask...

... and kisses Ben's forehead. Don't get the wrong idea. She kissed him like she was her own son.

BBen, however, blushes. As Raven backs away, she pats Ben's head again. "Good luck... my son..." Raven says, surprising Ben further.

Ben's blush subsides and smiles at his Sensei– no– his first mother figure in this universe. "Thanks, Sensei." He replies and heads out, the Guardian hoodie and unknown blade on him.

When he looks back, Raven is gone. There's not even a light in the cave anymore. It's just complete darkness behind him. He sighs... then looks up ahead and smiles. Despite the darkness, he can see clearly.

There's no other light he needs except the light of his friends. And he'll follow those lights till the end of his life.

Unknown to him, Raven can see him from on top of a tree. She smiles under her mask. She then jumps away, heading the opposite direction, her smile subsiding.

There's still things she needs to do.

* * *

 **To be continued...**

* * *

 **Next time on Disciple of the Raven...**

 **Ben meets two people he was not expecting to see in this journey of his. How will he react to them?**

 **Find out in the next chapter: She Will Be Loved**


	61. She Will Be Loved

**I have returned, RWBBYVersers! Yes, I might call you guys that like a name for my fans. Nah, I'm just kidding. We're all equal here. Anyway, I'm sure a lot of you hare thinking, "What happens when Volume 4 comes out and how will it affect your current story arcs?" Well, the answer is, no. It will not affect my arcs. Trust me. I'm good at adapting to stuff. In fact, it will be my arcs that will affect Volume 4. Now you guys must also be wondering if I'll be making a RWBBYVerse Chibi story. No. I will not. Not happening. I'm not saying it's a bad idea. I'm just not really in the mood to make one.**

 **Also, a big announcement! Me, Ultimate10 (creator of Ultimate Fairy) and CaptainRex75 (creator of Avenging 10) have made a collaboration story! That's all I'm saying. Check out the story on my page.**

 **Also, I should've told this to everyone beforehand: This arc takes place before team RNJR met Ben 10,000. So this is in the past.**

 **Let's not delay things any further. Go ahead and read.**

* * *

 _You will return to me..._

 _...My son..._

 _...born in the dark._

 _Return... and by my side, you shall be the prince of my kingdom..._

 _...For you are destined to be..._

 _The shadow that cast darkness on darkness itself..._

* * *

Ben wakes up all of a sudden, panting like a tired dog. He's sweating all over his body as he clutches his head in pain. As he shook his head, he asks himself, "What... was that?"

He breathes in and out as he tries to calm his adrenaline pumped body. Once he has calmed himself, he just lies back down on the his makeshift bed made of a bunch of large leaves as he is inside a cave to keep warm.

As the night is still young, Ben just closes his eyes and goes back to sleep.

* * *

Yang opens her eyes a little as she slowly wakes up. She's not aware what time it is but there seems to be little light coming into her window, so it must be just dawn.

As she rubs her eyes, she sees...

... someone on her doorway. She barely see it however because her vision is still blurry from waking up.

"I leave you to fend for yourself and now this is what you become."

"Huh?" Yang asks the mysterious person.

"If you ever meet Ben again, tell him... That memory is the key."

Yang blinked for moment upon the mention of Ben and asks, "What?" However, just as her visioncs finally clear, the person she's talking to is already gone.

She looks around her room but spots only one thing in the room that wasn't here before.

A single black feather on the doorway.

Yang just stares at it like she's never seen one before. Then she looks out of her window, just in time as a single autumn leaf falls from the tree outside.

"Yang?"

Yang looks back in the doorway to see Ruby in her pajamas. "Good... morning..." Ruby almost reluctantly says to her sister.

Yang just looks down.

* * *

Ben is now currently walking through the woods again. He doesn't really know what to do and where to go. Raven never mentioned where Ruby and Yang lived. While the sisters did say they're both from Patch, they never said where that is. Seems they forgot that Ben wasn't born and raised in this dimension. Blake barely said anything about where she's from so he can't go to her either. All that's left is...

"Weiss?" Ben asks himself. "Well, she once mentioned that she used to live in Atlas... but... what if they're all still in Vale? Ugh... I don't know where I can go or where to start..." He said to himself as he scratches his head with both hands. He then just sighs after calming down, telling himself, "Well... I can just keep going straight until I find something... I've seen a lot of movies where people get lost because they go different directions... So I'll just go one straight path."

And he did so. All he did was just walk a straight path. If some sort of hill or rock formation gets in his way, he doesn't go around it. He goes over it in the same straight direction. So far, his admittedly stupid plan is stupidly working. When gets hungry or thirsty, he just grabs fruit from whatever tree he passes by or drink on a river he's near to.

It was tiring as it took Ben a day and a half to keep going on a straight path. Despite knowing that he's not lost as he doesn't see the same place twice, he admits that he's barely making progress. Zero progress is just as bad as being lost.

The next day, he's rested, sitting on the ground as he rests his back against a rock. As he yawns, he can see the sundown clearly. There's less trees in this area. He then takes out his scroll. It still has no signal and is almost out of battery life. So he just does something with it one last time. He opens the video recorder app on it, faces the camera...

...and smiles as he prepares to say something.

"This isn't a personal log or some journal entry... Just something I did when I was bored." He began.

* * *

Ben fell asleep but he managed to finish his little recording session, which must've lasted for about half an hour. He's still on the same spot, but it seems like he's dropped his scroll on the ground just near him. It seems to be only on 1% power but still holding on.

Unknown to him, however, some people found him.

"Is that him? Are you sure?"

"Yeah! He was at the training sessions back in the tournament."

"Wasn't he with those RWBY girls?"

"Yep. We all met him. He's a nice guy."

"Should we wake him up?"

"I mean, it'd be rude, but he's sleeping in the woods. We should wake him up and bring him back to the cabin."

Ben slowly opens his eyes as someone lightly pats his cheek. Once they're fully opened, he can barely see due to his blurry vision.

"Hey. Ben, right? You okay? What are you doing out here?" A female voice asked the still waking up Ben.

He rubs his eyes to clear his sight and now, with his recovered eyes, he sees a familiar team in front of him.

Team NDGO.

Nebula Violette, Dew Gayl, Gwen Darcy and Octavia Ember. He met them back at the tournament during training sessions. Because he's not a regular student of Beacon, unlike everyone else, he was assigned by Ozpin as one of the trainers. Team NDGO once trained with him.

"Whoa... Did I die and go to heaven... cause I'm seeing angels..." Ben joked and rubs his eyes more. This caused Nebula to blush and her teammates to giggle at Ben's joke. Nebula then just chuckles as her blush remains.

"No. You're actually near the village of our relatives." Nebula corrects Ben.

"Wait... But weren't you guys from... Vacuo?" Ben asks, confused. The girls all nod in response. "Did... Did I just walk all the way to Vacuo?" He asks himself.

The girls all just giggled at him like he was a lost puppy. "No, no. You're actually in a secluded island. Just near the middle of Vacuo and Vale." Dew replied and reassured Ben, who sighs in relief.

"Alright. Thanks. I gotta go back to Vale. If I'm that close, I might be able to help." Ben says his plan out loud. Because of that, the girls all heard him and they all look at each other in worry.

"Ummm... Ben... Vale is..." Gwen says as she looks down.

"Vale is not safe anymore. A lot of people are already going to different kingdoms to find sanctuary." Nebula continued her teammates statement.

Ben clenches his fist as he closes his eyes. "Even still... I gotta go back... My friends could still be there... I need to help them..." He says, almost angry at himself.

However, he's unaware that he's giving off a dark aura because of his Guardian powers. While Gwen and Octavia back away, scared, Nebula and Dew remained by Ben's, but they'd be lying if they said they weren't scared of the darkness Ben is giving off.

"Well, you can't just go there now. It's night time. Plus, you look tired. Why don't you rest in our village? We'll help you find a ship back to Vale tomorrow." Nebula suggested.

Ben looks at Nebula after she said her offer. He then just sighs, realizing she's right.

* * *

The next day, Ben wakes up on a bed. As he turns away from facing a wall, he sees that he slept beside Nebula on the bed. He then blushed and remembered what happened last night.

 _Right... They only have four beds in this room and the girls didn't want me to sleep on the floor._

Ben said on his head and just scoots away a bit from Nebula. Dew, Gwen and Octavia are all sleeping on their respective beds in the same room.

However, Ben gets surprised when Nebula suddenly grabs on to him in her sleep and hugs him like he was some sort of body pillow. He blushed harder because of Nebula's actions. Nebula herself is just smiling in her sleep as she hugs Ben tight.

Ben really wants to get out of the bed but he doesn't want to wake up Nebula. It'd be rude. Without the Omnitrix, he can't really turn into something that can phase through her or the bed. He's stuck there. He just sighs and gives up then just rolls with it.

"Yang won't find out." He told himself. "Sorry, Yang." He whispered then just hugs Nebula as well and sleeps again. Now Ben and Nebula look like a sleeping couple.

* * *

Moments later, Ben is now eating with team NDGO, with Dew doing the cooking, as they all tell Ben about what this island is.

Apparently, this island is one of the main providers of shipping to the world. They help deliver stuff from Vale to Vacuo or the other way around. Sometimes, they do deliveries to farther places like Mistral and Atlas. While team NDGO study in Shade at Vacuo, some of their relatives live and work on this island. They came to visit after being worried because of the fall of Beacon.

"So Beacon's really in ruins now?" Ben asks.

"That's the last thing everyone saw worldwide. When the tower fell, communication for the world was terminated. No one can contact anyone." Nebula explained.

"Are you sure you still wanna go back to Vale? Your friends could have ran away from there and went to their homes." Gwen asked.

Ben sighs instead and replies, "I don't have much of a choice. My team could be worried or hurt or... Ah! I don't know what to do. I just wanna see them again... But other than Weiss, i don't know where everyone else is..." He then just rests his head on the dining table and wraps his head with his arms.

The girls all look at each other in worry for Ben. Despite being a stranger, they know he's a nice guy who just wants to reunite his friends.

"Well, why don't you start with her then?" Octavia suggested.

Ben perks his head up and looks at Octavia, asking, "Huh?"

"You don't have to get them all together. Just do it one by one. Find your friends and bring them all together one by one." Nebula added.

Ben looks down a bit and thinks about it. They're right. It worries him that this might take some time because of the team's condition. But if he takes this slow, maybe he can save the whole team. He smiles back at NDGO and says, "You're right. I should do that. You guys said that this place ship stuff to Atlas, right?"

The girls all nod. "A friend of my uncle is the sailor of the ship heading to Atlas." Nebula says.

"Alright. Looks like I'm headed to Atlas." Ben replies with a determined smile.

The girls all smile back at his confidence. Dew then finally noticed that her cooking is finished so she starts putting sunny side up eggs, one on each plate. "Before we do that, let's eat." Dew suggests.

However, screams of panic outside their cabin catch their attention. They all look at each other in worry and they all take their weapons and head outside to see what's happening.

And what they saw surprised them, especially Ben.

As villagers ran away, a nanite Nevermore lands in the middle of the village as it oozes out nanite slimes that all turn into nanite Beowolves and Ursi once the drop on the ground.

And, riding the nanite Nevermore, is...

...Pyrrha. Her hair, all white. He eyes, the sclera is pure black as her iris is dark red. Her armor, black and red instead of gold and red. Her skin is so pale and even has glowing red cracks all over it.

"P-Pyrrha?!" Ben says in shock as he stares at his friend. Or is that even her?

Pyrrha heard Ben and looks at him from on top of the Nevermore. She narrows her eyes. "Found you." She ominously says.

* * *

Raven stands alone near a cliff, almost at the edge, as she looks at the sunrise.

"You were supposed to tell that to Ben, not Yang."

Raven didn't even turn around. She remains looking at the view as she speaks to the familiar voice behind her. "What do you want, Qrow?" She asks, annoyed.

Qrow just takes out his flask of alcohol and drinks up. After he's done, he says, "I want to know why you didn't follow Paradox's instructions."

Raven merely closes her eyes, not saying a word. Qrow drooped his shoulders in response, annoyed as well.

"Giving me the silent treatment now?" Qrow complains.

"What I want to know is why we didn't just bring Ben snd Yang together? We have the ability to do so." Raven pointed out.

"Because if they meet at their condition, Yang's first words to Ben will be a punch to face with her only fist." Qrow half joked but half said seriously. "Besides, Paradox told us they're not supposed to meet yet. And do you really think that an omnipresent being is wrong? Oh wait. You already disobeyed him." He complained, looking at his sister angrily.

Raven just chuckles in response. "You'll have to forgive me. Yang got her attitude from me." Raven ironically echoed Qrow's own words back at him.

Qrow groans in response and just drinks again.

It was silent for a moment as they both stopped talking and just stared at the view.

Raven closed her eyes again and hroke the silence, saying, "Qrow."

"Yeah?" Qrow asks back.

Raven was silent again for a moment as she remembers a special moment she had with Ben.

The time she pat Ben on the head like he was her son.

"Why am I... a better mother to someone else but not my own child?" She asks.

Qrow chuckles in response. "You should know that better than anyone." He replies.

Raven and Qrow then remained looking at the sunrise. As a cold wind blows past them, making Raven's long hair and Qrow's cape to sway in the air, a single autumn leaf lands in front of Raven. She looks at it curiously.

 _Benjamin... If we meet again... what will you do?_

* * *

"Pyrrha? W-What's with that look? And why are you leading Grimm here? And how are you doing that?" Ben asked rapidly as his worries grew only larger.

"Pyrrha Nikos is dead. She died trying to defeat my masters at the fall of Beacon." Pyrrha –– No –– Revenant replied.

Ben's eyes are just wide open at those words. Pyrrha died? But... how? Then... who is this? Did he fail so much that Pyrrha had to die?

He kneels in shock at the revelation and just looked down at the ground. Tesm NDGO noticed this and began to get worried. "Team NDGO, go! I got Ben!" Nebula ordered her team.

Dew, Gwen and Octavia all nod and faced Revenant. Revenant herself just drops down from the Nevermore and gestures it to leave. It left, but instead of actually going back to Vale, it heads to the deeper part of the village. DGO all got worried.

And so did Nebula. She grits her teeth. One other option...

"Nevermind her. Get to the village and protect everyone from the Grimm. I got her." Nebula orders.

The girls were worried for their leader and Ben, but they know she's right. So instead of questioning her, they just wished her luck and followed the Nevermore.

Nebula stepped in front of the still shocked Ben to protect him and readies herself to face Revenant. She fires an arrow at Revenant from her crossbow, but Revenant caught it with her right hand. Nebula is a bit surprised at Revenant's reaction time. So instead of long range, she transforms her bow into it's sword form and faces Revenant in close combat. Revenant merely drops the arrow she caught and creates a spear and shield made of nanites and faces Nebula.

As the fight between Nebula and Revenant went on, Ben remains kneeling.

"It should've been me... I shouldn't have been do blinded by rage... if I was the one who fought Alpha...or whoever leading these bad guys... I might've... stood a chance... instead... Pyrrha had to... she had to die.." Ben whispered to himself as he tries to hold back his tears.

However, Nebula's scream of pain caught his attention. He sees Revenant kick down Nebula onto the ground. When Nebula tried to get back up, Revenant just steps on her chest to prevent her from recovering. Revenant then prepares to stab Nebula with her nanite spear.

"No!" Ben yells and he jumps at Revenant, tackling her away from the helpless NDGO leader.

When Ben and Revenant end up on the ground, Ben creates an energy sword and points it at Revenant's neck. "Who are you?! Why do you look like Pyrrha?!" Ben asked angrily.

Revenant's almost lifeless eyes stare at Ben's own eyes, as she replies, "Pyrrha Nikos died during the fall of Beacon. Her body is now soulless and dead. Only through me, master Alpha's creation, is this body able to move. This body is rotting, but me and my nanites are preventing it from completely breaking down. In short, this body is but a vessel. I am the host."

Ben's eyes widened again. So there's no point in even reasoning with "Pyrrha", anymore. She's... really dead. Her body is empty and is just being used by the enemy.

Because of Ben's internal breakdown, Revenant took this as chance and punches Ben away, knocking him off of her. When Ben gets knocked down on his back, Nebula goes to his side and helps him up.

Revenant stands back up and, using her pseudo Omnitrix, lights her spear and shield on fire using the powers of Heatblast.

Nebula and Ben then prepares to fight the enemy as they prepare their weapons. Ben creates six energy swords and makes them float behind him while Nebula prepares her sword.

Revenant then charges forward and fights the two. While Ben is holding his own, because of his training under an experienced Huntress, Revenant managed to knock away Nebula and sent her flying onto her team's cabin.

It's just Ben vs Revenant now. When Revenant goes for a slash, Ben blocks it with two energy swords. "People always wanted to see a rematch between me and Pyrrha. I'm not sure this is what they meant." Ben joked despite the situation.

Revenant didn't even react as she just headbutts Ben, causing him to stagger back. Revenant took this chance to throw her flaming shield at the hero, hitting him straight on the gut, causing him to get knocked back. Revenant then used her Lodestar powers and magnetized the shield, calling it back to her arm.

Ben recovers and stands back up. This time, he creates a scythe made of energy. He jumps at Revenant and prepares to attack her. However, Revenant just kicks away the scythe, making Ben wide open again. With this, the nanite symbiote slashes at Ben's face. Although his Aura prevented him from getting his face ripped off, he was still knocked out because of Revenant's strength.

Revenant then approaches the unconscious Ben, with spear in hand.

However, before she even got near him, a mysterious girl cloaked in black appears in front of him. She twirls her black umbrella and suddenly, she and Ben had disappeared in a flash. Revenant looks around in confusion.

She then sees Nebula coming out of the wrecked cabin. Revenant is about to attack her until she hears a voice in her head.

 _My Revenant, return. I have something to give you. Forget Ben Tennyson for while._

"Yes, master." Revenant replied and her red eyes suddenly glowed.

* * *

As Octavia cuts down a nanite Beolwolf, she joins Dew and Gwen in taking down the nanite Nevermore. However, it suddenly feels Revenant's calling and instead of fighting any further, it heads to Revenant.

The girls all looked at each other in confusion.

* * *

The Nevermore lands in front of Revenant, who rides it again and flies off to return to Beacon. Nebula aimed her crossbow at the beast and kept firing arrows, but all of them either miss or did not reach.

As Revenant stands on top of the flying EVO Grimm, she looks back down on the village. "Who was that?" She asked herself.

* * *

Alpha stares at his new creations. As he looks at down on them, he asks, "What are your names?"

"I am Eta."

"I am Iota."

"And what is your task?" Alpha asks again.

"We must destroy Ben Tennyson."

"Good. Once Revenant returns, you will follow her lead. Remember. I gave you abilities from the Omnitrix . Do not fail me."

"Yes, master."

The ones he's talking to are his nanite creations. They both resemble Alpha, but they both have black and grey armor. Eta has a ponytail like "hair" while Iota has spiky "hair".

They are the Nanite Twins.

But they are just a beginning. Alpha decides to create more.

* * *

 **To bE cOntiNUed.,.,**

 **(-,..,-)**


	62. Reminder

**Hey guys. Jade here. So I've recently saw how a friend of mine here in FF handles his stories. Unlike me who alternates between RWBBY and Heroes Never Die, he makes three chapters for one story then makes three chapters for the other then he goes bsck to the previous to make three more chapters and so on and so forth. Taking inspiration from him, I've decided to mimick his style. So from now on, I'll be making 4 chapters for RWBBY, 4 chapters for the other one then I go back here to make another 4 then I rinse and repeat. For now, I'll be making Heroes Never Die chapters then I'll go back here after that. So you guys will have to wait a bit. Sorry.**

 **See you around!**


	63. Apologies

**Okay guys. I'm really sorry to say this but... the story will be delayed for a while. Yes, yes, I know. It's my own fault for having too many stories all at the same time. I know. I haven't updated the other ones while this one is taking a long time. But you must understand that aside from having too many stories and a wide imagination, I also have a personal life outside the internet. I have to take care of my kids, my job and other personal problems. It's hard for a mother to juggle all of these things. So I am really sorry. If you are beginning to lose interest on my story or are starting to hate me, I don't blame you. I will not stop you from leaving my story behind. But please, don't make some mean comments. I'm stressed enough as it is. I wish you all understand. For now, I'm going to focus on Heroes Never Die, since it's becoming more popular day by day. When I've run out of ideas for that story, I'll come back here. I promise. I only hope I'm still alive to keep that promise. All this stress is killing me.**

 **Again, I'm sorry. Just know that you guys aren't my fans or reviewers.**

 **You're all my friends.**

 **Have a nice day.**


	64. Ben 10 Returns

**I have returned!**

 **So I've recently seen the new outfits for team RWBY at RTX and might I say that I'm glad I gave Ben a new look. New looks for the new volume! To those who forgot what Ben's new look is, he's wearing a black hoodie on top of a white shirt with a big Omnitrix symbol on it. He's wearing navy blue pants, black boots with green highlights.**

 **And also, it looks like the girls are older now. Well, looks like Ben will be spending a lot of time in the Schnee household then. Looks like Weiss has a chance.**

 **To those wondering if Ben and Yang will be together again, well... No spoilers.**

 **Anyway, I plan to add a new alien for Ben again. Search up "Ben 10 Badaboom" on Google Images. That's the new alien. But I'll make him more unique than he already looks.**

 **Also, about the Civil War parody. No. I'm not doing that. But feel free to make it for your own. All I ask is credit for the idea.**

 **With that said, let's get to reading.**

* * *

 _I know you want me want me_

 _Stop playing hard to get_

 _You know you want me want me_

 _Just trying to make ya sweat_

 _I know you want me want me_

 _C'mon and place a bet_

 _Cause if I win I get to have you as my pet_

Ben can hear music as he wakes up, a bit dizzy from his encounter with Revenant. When he's fully awake, he finds himself in a cave and sees that he's not alone.

Some person wearing black clothing and a Grimm mask is currently looking at him. She seems to be holding a scroll that's playing the song he heard. It's I Know You Want Me by Bandy Leggz.

This person suddenly opens the camera app of her scroll and took a picture of Ben, the camera flash flashing at him.

As he rubs his pained head, Ben asks, "Who are you?"

With that question, the person suddenly cracks like glass, surprising Ben but somehow, he's familiar with this. When the person "shatters", in her place is the person he knows a bit too well.

With her pink, brown and white ice cream themed clothing, hair and eyes...

... it's Neo.

Ben's eyes widened in shock as he stands back up and creates energy swords behind him, all pointed at Neo. "You again?!" He angrily complains.

Neo merely looks at Ben with her eyes like she's about to go to sleep as she sees something dreamy in front of her. She even sighs, but doesn't make a sound, as she stares at Ben.

"What are you doing here? And why are we here? And how did you even find me?" Ben asked a lot of questions, but Neo kept silent and just takes another picture of Ben. "Stop that." Ben complains about the camera.

Neo then just lies down on some well placed rocks and scrolls through a gallery album she aptly named "My Bad Boy". Now Ben's just creeped out.

"H-How... did you get some of those... pictures?" Ben asks, a bit nervous as he unconsciously makes his energy swords disappear.

Neo looks at Ben when he asked that question and just smirks as she suddenly begins glowing and glowing. When the white light disappears, Neo now looks like her disguise back at the tournament: black hair with twin pigtails, goth like outfit and green eyes. Gothic Neo just winks at Ben.

"That was you?!" Ben exclaims as he backs away from Neo, more creeped out than before.

Neo "shattered" again and her look returns to normal then she just shrugs at Ben and goes bacl to her scroll. This time, she stopped looking at pictures and just plays a game called "Roses vs Violets".

Ben then just stares at Neo as she kept playing. However, a minute passed and Ben just sighs and sits down, asking, "Weren't you... Roman's lackie?"

Neo...

... suddenly stops smiling and stops playing.

"Don't talk about him."

Ben gets surprised when Neo suddenly spoke...

... without opening her mouth. "H-How..." Ben tried asking, still a bit surprised at what Neo just did.

Neo looks back at Ben and smirks again. "That's a secret." Neo replied without opening her mouth again.

"Seriously! I need to know! It's really creepy! Are you psychic or something? Are we somehow connected?" Ben just kept rambling on as he keeps getting creeped out.

Neo just giggles, but doesn't make a sound. She then goes back to playing her game.

Ben just sighs and hopes that Neo eventually reveals how she's talking without opening her mouth. With that, Ben asks another yet more important question.

"Were you... at the day when Beacon was attacked?" Ben asks, his face much more serious than a while ago.

However, he wasn't expecting Neo to just casually reply, "Nope."

Ben sighs at her response. "...Still... you're with Roman... you're a villain. So why... why are you so..." Ben wanted to ask but couldn't quite let it out.

But Neo knew exactly what he wants to ask. "Why am I so attached to you?" She continued what Ben wanted to say, surprising the teenage hero. "I can relate to you. I heard you were from a different universe. I... I am a different case but... we're nearly the same... You can transform. I can transform. We're wildcards. Unpredictable. Indescribable. Masters of changing shape. It's such a shame it has to be this way. You, the noble boy, and me, the bad girl. But I guess it really does make things more interesting. Isn't it in some stories? Where even the villain would fall for the hero? Honestly, there's nothing else in this world I want... but you." Neo explained.

Ben just stares at Neo. His uneasy feeling about her suddenly just... fades. For some reason, he can understand what Neo means. But that last part... it just disturbs him a little. He sighs again and stands back up. "I... can't be with you. I'm with Yang." He says, which only caused Neo to lose her smile again. Instead, she has a neutral yet somehow menacing expression on her face at the mention of Yang.

"Whatever." Neo replies and pockets her scroll back. She stands up and prepares to leave the cave. Ben follows her as he has no idea where to go.

* * *

Ben and Neo spent the rest of their little trip back to team NDGO's village. As they kept walking, they actually managed to talk to each other in a surprisingly friendly manner. They talked about each other's shenanigans.

Neo mentioned the times Roman did dumb things, Ben talked about Ruby once playing with a ball of yarn like a cat. They both talked about stuff that are normally only talked about friends.

Despite being the enemy, Ben somehow... feels at ease with Neo. She has a surprisingly cheerful nature and a friendly Aura. Or maybe because Neo just has a very stalkerish love for Ben that's why she's nice to him.

Either way, Ben doesn't even realize he's smiling the whole time theh were walking and talking.

Ben and Neo finally arrive on a cliff that overlooks the village. The place is under repair because of the Grimm attack lead by Revenant. Because of this, Ben suddenly remembers about his failure.

His failure to save Pyrrha.

He looks down and sighs. This caused Neo to look at him in worry. Even her eyes turned white instead of pink and brown because of her worry. "You still blame yourself for that?" She asks.

"Yeah. It's just...maybe if I kept a calm demeanor... maybe I would've dealt with Adam easily then had enough time to beat whoever killed Pyrrha... Then maybe she'd still be alive and not turned into an empty shell... hosted by a monster..." Ben says as he crosses his arms in disappointment at himself.

Neo still has her white eyes as she rubs Ben's back.

 _Cinder... She'll pay for making my Ben sad..._

Neo said in her head and her white eyes turn into red ones. Then she closes her eyes for a bit then opens them, revealing her normal pink and brown eye color.

* * *

Ben and Neo come back to village and are greeted by team NDGO, who all rush at him in worry, especially Nebula.

"Ben! Are you okay?" Dew asks.

"What happened? Where did you go?" Gwen asks.

"Who was that girl that attacked the village?" Nebula adds.

Ben sighs and waves his arms in a way to calm down the ladies. "Guys, calm down. I'm fine. Neo saved me." Ben replied as he gestures to Neo, who curtsies and winks at team NDGO.

"Friend of yours?" Nebula asked as she and her teammates look sceptical about Neo.

"She's more of a stalkerish friend." Ben joked, causing Neo to elbow Ben on his side.

 _You shut your mouth._ Neo says to Ben as she looks at him with a scolding look: narrowed eyes and a frown.

Ben chuckles. "You're just so adorable for a psycho." Ben said.

However, because of their "link", team NDGO didn't even see Neo's mouth move so it looks like Ben is talking to the seemingly mute Neo.

"Oookay. Anyway, Ben. The place is being rebuilt. A lot of people here just wanna be safe, though." Nebula explained as she puts a hand on her hip.

Ben looks down a bit as he thinks about the risk of staying here. Pyrrha, or Revenant, is after him. If he stays here, he'll be a bit comfortable being settling off, but Revenant would have more time to prepare as well and return to hunt him down, risking everyone's lives. If he leaves now, he'll be unprepared and Revenant will still hunt him down, but she'll be after him and him alone.

"I'll leave now. Pyrrha... or whoever that is... is after me. She won't bother with you guys. It looks I'm her target." Ben says to the ladies, causing them to get worried.

"Wait, we can't just let you–" Dew attempted to persuade Ben but he merely started walking away.

"Sorry. I can't risk the lives of other people knowing that I can prevent it through self sacrifice." Ben says. "But... thanks for letting me stay. I really appreciate it." Ben says as he turns around and smiles at team NDGO.

While Dew, Gwen and Olivia were still worried about Ben, they did not expect Nebula to approach him and offer a handshake. "Please be careful out there. Whatever you're going to do, be safe." Nebula says and smiles.

Ben smiles back and shook her hand as he says, "Thank you."

* * *

As Ben and Neo head to the docks to get a ship to Atlas, Neo noticed that Ben has a very serious expression on his face right now.

 _You're so cute when you're serious, ya know._ Neo says to Ben as she looks at him with a smirk.

"I'm not in the mood, Neo." Ben replies, maintaining his serious demeanor as they keep walking. Neo rolls her eyes in amusement.

 _Come on. Chill. At least now, that Pyrrha chick won't be finding you in that village anymore._ Neo tried pointing out.

Ben sighs and just looks away. "It's still my fault why she's like this. If I haven't given in to my rage... then maybe I would've stopped whoever is all behind all this... then maybe... Pyrrha would still be..." Ben whispered, but is loud enough for Neo to hear.

 _Come on. None of this is your fault. You're–_ Neo try to reassure Ben but Ben looked like he wasn't listening, causing Neo to just remain silent.

They spent the next few minutes traveling to the docks in silence. No words. No jokes. Nothing. When they finally arrive, they see a bunch of fishermen, dock workers and a few civilians heading to different boats docked on the water.

Ben and Neo then approach a nearby sailor who seems to be resting on a chair, drinking a simple grape soda. "Uh sir, do you know which one of these ships are headed to Atlas?" Ben asks the sailor.

The sailor merely chuckled as he stood up from his chair. "Well, of course I do. I'm the boat's sailor." The sailor replied as he puts his hands on his hips, looking proud.

"Can you take me there? Please? There's a friend I really need to see..." Ben pleaded as he clasp his hands together.

"Sure. But it'll cost ya." The sailor replied. "Can't do it for free. I have a job. You look like a nice kid but I have a family to feed."

"But... I don't have any money..." Ben answered back as he checks his pockets. However, he felt something on the inner pocket of his black jacket. He brings it out and sees...

...Lien. A bunch of lien stacked together with rubber band along with a note on it.

"No money? What do you call that?" The sailor joked and laughed. "Come on. Pay me on the way." He added and walked off, headed to his boat.

Ben takes the note from the stack of money and opens it.

All it said...

...was enough to make Ben smile. Neo noticed this. _Who wrote it?_ She asks, trying to peek at the note but she's too short to read it from Ben's more elevated hands.

"...My mom." Ben replied and he starts walking away, money and note in hand. Neo pouts at Ben for answering ominously and just follows him.

As they walk, the note says,

"You're good in combat but you're not exactly good in conversations.

If you need it, use it. Just don't use it for something bad.

— Raven"

* * *

After Ben paid the sailor, he and Neo found out that Ben's the only passenger headed there. As the sailor works on his boat, Ben and Neo are about to bid farewell to each other.

"You're not coming with me?" Ben ask as he looks at Neo.

 _Yeah. Only came here to see you again. Plus, you and I are supposed to be enemies. We can't be seen together._ Neo replies, smirking at Ben.

"I guess so... But... I have to tell you... if you do anything worse than what I've already seen you do... I won't hesitate to bring you to justice." Ben replies, crossing his arms.

 _Well, that just makes things more interesting now, doesn't it?_ Neo replied, sticking her tongue out at Ben.

Ben smirks at her as well as they stare at each other. "If you try to run from me, I will chase you and find you."

Neo giggled without making a sound and just goes up to kiss Ben on his cheek. _No. You won't._ She replies as she suddenly cracks and shatters...

... disappearing.

Ben held the cheek Neo kissed. He then sighs and scratches the back of his head. "What is with me and psycho girls. First Looma and Attea now Neo?" He says to himself.

"Alright kid. We're ready." The sailor announced from his boat, waving to get Ben's attention.

Ben looks at the sky as the wind blows past him. He closes his eyes and recalls the past with his friends.

The day he met team RWBY. That moment he protected Velvet. The adventure with Yang. The fight with Roman together with Blake and Sun. Bringing team RWBBY back together. His spar with Pyrrha. The fight against the White Fang and Roman again. The revelation of his true identity. Darkstar's downfall. The tournament. The battle at Beacon and...

Ben and Yang's kiss.

Ben opens his eyes again, smiling. "I'll bring us all back again..." He whispered. After his little moment, he heads to the boat that will take him to Atlas.

* * *

Half an hour later, on the boat, Ben looks out at the sea as they travel slowly. He's getting rather sleepy as he struggles to stay awake after waiting.

He eventually gives in and heads to a nearby bench and lies down, sleeping on it. But before he can even get a good slumber, the boat rocks vigorously.

Ben grumpily gets up from the bench and growls, annoyed. "What now?" He complained as he opens his tired eyes.

And right before his very eyes, Revenant is back, together with two creatures that resemble Alpha. One had a ponytail while the other had spiky hair.

"Now, you die." Revenant replies to Ben.

Ben is now more awake as he sees his new opponents. He then sweat drops and complains, saying, "I should've thought ahead of my current plan..."

* * *

The sailor is too oblivious of the fight that's going on on his boat as he has large headphones on his ears as he drives his boat.

Listening to music titled "I'm the One - Sea Remix", he's enjoying this good ole sea fairing as he listens to some nice sea shanty.

He failed to hear and see Ben getting his back slammed onto the door to the captain's cabin.

Ben stands back up, rubbing his own back to ease the pain as his floating energy swords spin in front of him to protect himself. "This is really getting annoying..." Ben comments as he winces from the pain.

Revenant, however, retained her neutral expression as she commands the Nanite Twins. "Eta, Iota. Attack."

Eta and Iota follow her command and they both aim their right hands at Ben. Eta suddenly blast a beam of water from her hand while Iota fires ice from his.

This surprised Ben and he instinctively jumped to his right and dodged the combined attack. Because of his dodge, the water and ice attack combined and hit the door to the captain's cabin instead, freezing it. Like last time, the sailor is still oblivious to the fighting, thinking the boat shaking is normal due to the ocean.

Ben looks at his enemies in surprise. He's not sure yet but he needs to know if he's right about his assumptions. So he then fires two of the six energy swords he created at the Nanite Twins.

While Eta backflipped to dodge the sword heading for her, Iota merely turned intangible, the sword passing through his body.

When Eta lands back on the boat, she did not expect Ben to be suddenly in front of her. However, when Ben tried punching her, Ben merely hurt his own hand due to Eta skin being impervious to physical attacks. Ben immediately jumped back away from Eta when she tried to claw him.

"I knew it. Those two have Water Hazard and Big Chill's powers." Ben said as he massages his hurt hand while he stares at his enemies angrily. "I'm guessing Alpha created those two and gave them powers from the aliens of my Omnitrix."

"They're not the only ones." Revenant replied and she suddenly blasted Ben with a fireball, causing him to get knocked back and slam his back on the side of the boat's deck.

"Heatblast? You've got to be kidding –" Ben tried to say but before he could even finish his sentence, Revenant blasts him with a couple of bolts of electricity. When Revenant stopped electrocuting him, she then used magnetism and wraps Ben with some of the metal on the boat. Ben tried to move but the metal around him is wrapped around him very tight.

"Oh come on. Lodestar and Feedback too?" Ben complained as he kept trying to wiggle out of his wraps.

"Stand still. We shall destroy you now." Eta said as Revenant approaches the brunette Guardian.

"Wow. How subtle of you." Ben sarcastically said.

"You failed again, Ben Tennyson. You failed to defeat our master. You failed to protect your beloved... and... " Revenant says as she aims her spear at Ben. "You failed to saved Pyrrha Nikos."

Ben watches as Revenant is about to stab him. He closes his eyes. She's right. He's a failure. What kind of a hero is he...?

He can't even save everyone.

 _Well, you can let that one loss define you from now on... Or you can learn from it._

 _The second stage requires forgiveness of self..._

 _Do you believe in destiny?_

Those words echoed through Ben's mind. He opens his eyes and realized his mistake. His true mistake.

 _What am I doing? Why am I giving up now? No! I got people depending on me. Whatever my failure, I will bear it and learn from it. I can't let it drag me down! Ruby! Weiss! Blake! Jaune! Nora! Ren! Pyrrha! Yang! I'm..._

Revenant and the Nanite Twins get surprised when Ben was suddenly glowing with dark energy from his Guardian powers.

 _I'm..._

Ben unknowingly creates an energy construct. Only this time, it's bigger than usual. Revenant and the Nanite Twins all back away as they feel the burst of energy coming from Ben.

 _I'm going to bring back everyone!_

Suddenly, something helps Ben get free by grabbing onto his metal shackles and breaking them, freeing Ben. Ben gets surprised and looks at the thing that helped him.

It's a being made of the Guardian's energy. It resembled a female knight with a clawed gauntlets and three pointed horns on its helmet, which are in a pattern that resembled a mohawk.

It suddenly bows to a knee at Ben, acknowledging him as her master.

"What in the world is that?" Revenant asks.

Ben doesn't know either. However, he finally remembers Raven's words to him. If he's passed the first stage through sheer willpower, then he passed the second stage through forgiveness of self. Then this she-knight is...

"This is my Familiar." Ben says to Revenant, smirking. "By the way, you may have Pyrrha's body... but you'll never... EVER... be as good as her. Now, my Familiar, let's wreck em." He adds as he creates two energy swords on his hands while his Familiar creates a giant ax. "What should I call you... Well, I'll just pick a random name and call you Elizabeth. That okay?" Ben said but his Familiar did not reply. "Elizabeth it is!"

"Even with your new creation, you cannot defeat us all." Revenant threatened Ben as she and the twins prepare themselves for battle.

"Trust me when I say we can beat you. All I need is to get close." Ben replies and he and Elizabeth charge forward at the nanite warriors.

Iota attempted to phase through Ben's sword slash. When he did, he backed away while still intangible. However, as soon as he becomes tangible again, he failed to notice Elizabeth behind him, swinging her giant ax at the nanite clone. The attack was so powerful, Iota was cut in half, dead. Unlike Alpha, his creations have smaller healing factors. A damage this intense is too much to regenerate from.

"Iota!" Eta yelled out and tried to run to her brother but then Ben tackles her into a nearby barrel of water.

Revenant attempted to blast Ben with electricity while he's still wet, but Elizabeth grabs Revenant's hands and redirected her attack.

Meanwhile, Eta kicks Ben off of her and attempts to stand up, only to see that ben had actually stabbed her with an energy sword.

"I know my aliens very well... including their weaknesses."

Eta looks and sees Ben standing back up. "Water Hazard is invulnerable to physical damage, but not energy. And while his shell is tough... the inside? Not so much." Ben added and by simply snapping his finger, the energy sword "melts" and enters Eta's body.

Eta attempts to take out the energy sword but she can no longer move. With his opponent paralyzed, Ben goes to help Elizabeth fight Revenant.

"Elizabeth! Constrict her!" Ben commanded his Familiar. The energy being followed and she immediately put Revenant's hands behind her and held on to them tight. Revenant tried electrocuting her, but Elizabeth cannot feel pain.

"I sure hope this works!" Ben said and he ran at Revenant...

...and dug his left hand where the Omnitrix is, into her gut, creating sparks of green and red electricity!

"What are you doing?!" Revenant asked as she attempts to escape from Elizabeth's grasps.

"Taking back what's mine. I figuree that you've been able to track me because you have Omnitrix energy in you that let's you use my powers. And when the Omnitrix is exposed to that energy..." Ben explained. With that, a huge burst of energy emerges from Revenant's gut, where Ben's hand is embedded in. This released a shockwave that sends all three of them flying away from each other.

When Ben gets back up, he looks at his Omnitrix...

...and it glowed green while sparking with green.

It's back. And he's back.

"Oh yeah! I'm back in action!" Ben exclaimed as he pumps his fist. However his attention is immediately taken by the sound of Revenant punching Elizabeth away with enough force to make Elizabeth disappear.

"I will not fail my master!" Revenant says as she lights her spear and shield on fire.

"Hey, you should ask him for a raise. You do all the hard work for him." Ben joked and he immediately activates the Omnitrix and slams it down, engulfing him with the familiar and nostalgic green light.

When the light died down, in Ben's place is XLR8. However, he looks different than usual. His arms, legs and tail stripes are white instead of blue. There are less stripes on his tail and he is taller. XLR8's clothing now has longer sleeves with a pair of stripes under the shoulders and has an arrow-shaped symbol on his lower torso.

"Heeeey! I look like my future self's XLR8! Guess for being inactive for so long, the Omnitrix updated my looks too!" XLR8 pointed out.

Revenant charges at XLR8, however, she fails to remember that she's slower than this alien. XLR8 simply sidestepped to dodge her attack. Revenant went for a flurry of stabbing attacks at XLR8 after her failed first attempt but XLR8 effortlessly dodged every single one of them. With his speed advantage, XLR8 uses his sturdy tail to stand like a kangaroo does and uses his feet to do a barrage of fast kicks at Revenant's gut, sending her skidding backwards.

With his opponent trying to recover, XLR8 slaps the Omnitrix symbol on his chest and transforms into Diamondhead. Like XLR8, his look has changed. Diamondhead's diamond shards on his back are bigger, and the lower ones have disappeared. Diamondhead wears a black sleeveless shirt, white pants and black boots. The Omnitrix symbol has moved to the center of his chest.

"Gotta love the classics." Diamondhead joked and he immediately started firing diamond shards at Revenant, who tried blocking them with her shield but some of the shards managed to pierce her skin and even her shield.

When she transformed her spear into it's rifle mode, she starts firing fireball bullets at Diamondhead, but none of them really harm him.

"That's not a fireball." Diamondhead mocked the nanite faker and he switched to a different alien again. This time, he turned into Heatblast. Like the previous forms, his look has changed. While he still resembles his old look, this time he sports two miniature volcanoes on his shoulders and both his chest and body are bigger.

" _This_ is a fireball." Heatblast added as he creates a fireball the size of a basketball. He throws it at Revenant and it explodes on contact with her shield, sending her flying off the boat. Before she could fall in the water, her EVO Nevermore catches her on it's back and hovers beside the boat.

As Heatblast stares at the flying creature and it's master, Heatblast smirks and slaps the Omnitrix symbol on his chest. However, it didn't transform him into a different alien. He just went...

... Ultimate.

After the evolution process, Heatblast has now white flames instead of yellow. The rocky features on his body are now charcoal black instead of fiery red. Lastly, he has gained a fiery tail that resembled a devil's tail.

"Ultimate Heatblast!" He yelled out his name. He then jumps at the Nevermore and punches it in the face, knocking it out and causing it to fall into the ocean.

Revenant managed to land on the floating body of the Nevermore while Ultimate Heatblast lands on the water...

...by making a platform made of ice?

"With Ultimate Heatblast, I can manipulate heat more effectively, even to the point of controlling temperature. What you're seeing right now, I just manipulated the water's temperature, making it freeze." Ultimate Heatblast explained to Revenant. "Now, how about we just star over and calm down. I'm Ben." Ultimate Heatblast joked.

"I don't care." Revenant replies.

As Ben's boat is now way ahead, Revenant immediately jumped at the hyper evolved Pyronite. Ultimate Heatblast blocked her attack and knocked her into the air. With that, the alien suddenly creates whip made of the same material and fire as his own body. He uses the whip and swings it at Revenant, who was forced to block the attack with her shield.

The force of the attack was enough to knock her back onto the Nevermore's body. Revenant and Ultimate Heatblast stare at each other before finally, the nanite faker hears a voice in her head. She narrows her eyes and suddenly just uses her Heatblast powers to emit fire from her feet and fly off.

"Hey! Don't think I'm just gonna let you–" Ultimate Heatblast tried to say but then the Omnitrix makes a beeping sound and he turns back to Ben. "Time out? Already? Come on! You're finally working after weeks of being inactive and you time out now? Great." Ben complains at the Omnitrix.

Ben then remembers about the boat and he can see it far ahead of him. "Oh come on! Ugh... I really need to start paying attention to my surroundings..." Ben noted to himself. He snaps his fingers and summons Elizabeth again. "Hey, Eli. How strong are you when it comes to throwing stuff?" Ben asks his Familiar.

Elizabeth tilted her head in confusion.

* * *

Ben crashes down onto the boat after being thrown by Elizabeth. Some of his Aura protected him, but he's no means unharmed. As he struggled to get back up, he tries to ignore the pain as he thinks about what had just happened.

 _Evil Pyrrha's long gone. By the time the Omnitrix recharges, she'd probably be miles ahead now. For now, I'll keep heading to Atlas. Gotta meet up with Weiss._

Ben says to himself as he sits back down on the bench.

"Of course, when the Omnitrix has recharged, i better go Clockwork and undo this mess." Ben adds as he looks at the messed up deck of the boat.

 _I hope you're okay, Weiss..._

* * *

 **And done!**

 **Alright, now the reason I actually did this chapter is because I found out that there's a time skip for volume 4 so I'm wrapping things up so Ben can meet Weiss again so by the time of volume 4, they'd be closer (or probably closer than you think *wink* ).**

 **So next time is Ben in Atlas, looking for the Schnee Household.**

 **Also, Elizabeth will not be another girl that will like Ben. She's just her Familiar (or Stand for those Jojo fans). She's loyal, but still a hollow construct, to Ben. Nothing more. Besides, Elizabeth is part of Ben's soul. It's weird to be in love with yourself.**

 **See you guys next time.**


	65. Mirror Mirror

**I'm back, my friends! So this will be the last chapter for Disciple of the Raven Arc. After that, I will finally show you guys how Ben and Yang end up together so fast.**

 **Now for those who keep bugging about bringing Ben and Yang together. Seriously, I don't want to give away spoilers and I don't want my patience to be tested. Seriously, I love you guys, but even I have a limit when it comes to my patience. So please, stop bugging or spamming to me about it or I might do something in this story you'll regret. Yes. You'll regret it, not me.**

 **With that said, let's read.**

* * *

Ben yawns as he finally wakes up from his long slumber. It's been almost hours since he fought Revenant, so now, it's just been a boring and plain travel to Atlas. As he gets up from the bench he slept on, Ben heads to the side of the ship and looks ahead of the boat.

...And the sight surprised him.

A city that looks almost futuristic. It's so similar to the city of his future self. Even from a mile away, a ton of very high skyscrapers can be seen from distance.

It's Atlas.

"Not the first high tech city I've seen but, not bad." Ben says to himself as he looks at the city with a smirk on his face.

* * *

After thanking and paying the sailor, Ben has left the boat and looks at the city ahead. He inhales and exhales to shrug off his nervousness and heads out.

Walking around in a city that's a mystery to Ben, he's a bit lost. As he walked through sidewalks, he'll sometimes see and run into some Atlas soldiers. It seems there are more soldiers in this place than citizens.

After passing by multiple streets and sidewalks, he's really given up. He could try asking where the Schnee Mansion is so he can see Weiss, but that would make him look suspicious. He kept trying again, but he's still not getting the info he needs. No phone book address, no clue, no nothing. Ben's really tempted to turn Astrodactyl now and just fly through the sky to find the mansion, but Atlas might think he's an unidentified aircraft and gun him down.

However, as he is spaced out while walking, he suddenly bumps into someone. "Oh, I'm sorry! I wasn't looking!" Ben apologized.

"No, it's cool. It's cool... Wait... You're that Ben dude!"

Ben looks at the person he bumped into more closely and sees that it's...

...Flynt Coal! From the tournament!

"Flynt Coal, right?" Ben asks Flynt, who nods. They both then fist bump each other, knowing that they're not enemies anymore since they forgave each other back in Vale.

"What are you doing here, man? I thought you were back in Vale, protecting the place?" Flynt asks.

"Trust me. I would've went there, but I need my friends. Gotta bring them back. First, I need to see Weiss." Ben explained.

Flynt raises a brow as he stares at his nea friend. "Wait, is she your girl? No wonder you two were partnered up back at the tournament." He joked as he smirks at Ben.

"What? No no no!" Ben replied, waving his hands frantically in front of him, denying what Flynt said. "We're just friends."

Flynt merely chuckled at Ben's words and shrugs, replying, "Yeah. Sure. Whatever you say. If you're looking for Schnee, she'd probably be at her mansion. Just north from here. You'll know that's it when you see a big mansion with a Schnee emblem on it."

"Thanks man. Now you're making me feel bad for blasting you with sonic waves." Ben thanked and joked as he and Flynt fist bump again.

"I told you, it's cool. Besides, I already forgave you for copying my Semblance." Flynt joked back with a smirk.

"Copy my– You're the ones who copied my powers! You copied Echo Echo and your other teammate copied XLR8!" Ben retorted.

"Yeah. Okay. Whatever you say, bud. See ya around." Flynt nonchalantly said as he passes by Ben, waving a goodbye behind him.

Ben rolls his eyes at Flynt's denial. Technically, Ben's right. His show came first before RWBY. But enough fourh wall breaking.

Ben inhales and exhales again and heads to the direction Flynt told him.

* * *

Two Atlas soldiers are currently standing guard inside the walls of the Schnee Mansion, the gate in front of them. As the wind blows while they guard the gate as their fellow guards also walk around the mansion, guarding it, one of the two, wearing an orange colored uniform, asks his red wearing partner, "Hey."

"Yeah?" The red one asked.

"Do you ever wonder... if even the Schnees are safe?" The orange one added.

"What are you talking about?" The red one replies, raising a brow under his helmet.

The orange one rolled his eyes under his helmet and continues, "I mean come on, man. Vale got wrecked and even the Atlas army, the army we're part of, also got wrecked. I think there's a chance that even the Schnees will get wrecked."

"Dude, stop being negative." The red one replied. Meanwhile, while they're busy, they didn't notice that someone had climbed over the gate and entered. "There's no way the Schnees are gonna get wrecked. Nobody has been able to come close to them for years after they cast away the White Fang. Plus, these walls are tough. No one's getting through it." The red one added.

"Excuse me!"

The two guards look at the one who called them and it was the same person who climbed over the gate: Ben.

"Where can I meet Weiss?" Ben asks.

The two guards look at each other in confusion... until the red ome just realized somebody finally got through the wall and trespassed. He immediately gasps upon realization and takes out his scroll, radioing in the mansion's whole squad by yelling, "All units! We have a code red!"

* * *

In her room, Weiss is currently sitting in front of her desk while she stares at her computer's holographic screen. She rests her chin on her hands that's on her desk as she looks at the screen, bored.

However, her boredom was changed to worry as she closes her eyes, thinking about Ruby, Blake, Yang and... Ben. The last time she saw Ben was when he and Yang looked for Blake. Ruby and herself fought together with Ben's Echo Echo clones but theh weren't the real one. With both clones dead and Yang and Blake arrive at the docks without the hero, Weiss now wonders...

... where's Ben?

Even if Ben resurfaced, after what Yang told her back at Beacon when Ben didn't show up, could Ben and Yang still be... together again?

Weiss was suddenly startled when the door to her room opens without so much as a warning. When she turns her chair, she sees her sister, Winter, still holding the door knob as she enters the room.

"You may want to see this." Winter says to her sibling with a small smirk on her face.

Weiss blinks a few times in confusion before standing up from her seat and coming out of her room, following her older sister.

* * *

Weiss and Winter arrive at their balcony that's overlooking the front of their mansion. Once they srrive and look below, they see...

...Ben, surrounded by multiple Atlas soldiers, all aiming their guns at him while both his hands are up in surrender. After the battle at Beacon, they really can't take any chances.

However, Weiss is really, really surprised at what she's seeing. It's Ben! He's alive! "Ben?!" Weiss exclaimed in confusion, worry and disbelief. One of her eyes is even twitching.

"Hi, Weiss." Ben replied casually as he waves one of his hands at her. However, the sounds of multiple gun cocks made him stop waving.

One of the soldiers then announced at him, "Do not attempt to move or we'll be shooting ourselves." Ben sweat drops at their warning. They really didn't think this through.

Weiss facepalms as Winter chuckles. "Alright. That's enough. Let him be." Winter commands their guards as she crosses her arms in amusement.

"But, ma'am..." One of the guards complained.

"He's my teammate and... my friend. Let him be." Weiss retorts after crossing her arms as well, but more of disbelief than amusement.

The guards all look at each other. They're a little worried that they're too trusting of Ben, but orders are orders. They all put away their weapons and head back to their posts. Ben let's out a sigh of relief as all the soldiers surrounding him finally left him alone.

As Ben waves another "hello" at Weiss and Winter, Winter waves back a little while Weiss just stares at Ben, still full of questions for Ben in her mind. "Well? Aren't you going to invite him in?" Winter teased her sister as she pokes Weiss' waist and heads back inside the mansion.

Weiss blushed at her sister's teasing but the red on her cheeks quickly subsided once she looks back at Ben again. She sighs and exclaims, "Well? Don't just stand there. Get inside! You'll catch a cold." She then heads back inside the mansion as well, blushing again.

Ben scratches the back of his head in confusion as to why Weiss is acting this way. Is this what anime fans call "tsundere"? He considers that a question for another time and just heads inside the mansion.

* * *

Since it's afternoon, Winter, Weiss and Ben are having lunch at a long rectangular table with the stereotypical classy set: The big cloth covering the table, a bunch of candles in the middle and some food around the table.

All three of them are sitting on the same side, with Ben in between the Schnee sisters. "Ben Tennyson, right? What brings you here to our fine household?" Winter asks after swallowing a small amount of lettuce from her vegetable salad.

While Weiss simply stares at her food, a little spaced out, Ben swallows some bits of beef from his beef steak after chewing it and replies, "I... I came here to see Weiss."

"Is that so? Hear that, sister? Benjamin came here for you." Winter teased her sister but both she and Ben noticed that Weiss is spaced out.

In Weiss' head, she still has a bunch of questions for Ben. Where did he go? Why was he gone for so long? What happened to him? And why does his Aura feel... different? It's almost... dark and... so similar to the–

"Weiss?"

Weiss snaps out of her trance when Ben called her name and she looks at him, asking, "Ummm... Yes?"

"You okay?" Ben asks with a concerned frown and eyes on his face as he stares at her.

Weiss blushes again at the sight of Ben's face. She looks away while exclaiming, "O-Of course I am, you dolt! Quit staring! It's annoying!"

Ben sighs in relief and smiles. That's the Weiss he knows. Meanwhile, as the shapeshifter and ice princess argue, Winter stares at them in amusement as she pops another lettuce in her mouth, chewing silently as her sister and this young man finally enjoy being around each other once more.

 _Now I can only imagine father reacting to Benjamin..._

Winter said in her head as she smirks.

* * *

After lunch, Ben was being toured around and in the mansion by the Schnee sisters. However, it was mostly Winter speaking to Ben while Weiss remains quiet.

"While we are grateful that you wish to visit my sister to make sure she's okay, unfortunately you came at the wrong time." Winter explains to Ben as they, along with Weiss, walk around the garden at the back of the mansion. "As you are already aware, we're at war. The Atlas military is currently preparing to move out to different locations around the world in order to attempt to rescue as many lives as they can from the Grimm."

"The world? I thought only Vale was attacked?" Ben asks, a little confused but more concerned.

"Unfortunately, after seeing the fall of Beacon, the rest of the world has come to a state of negativity and despair, attracting more and more Grimm to their locations. Atlas is trying it's best to defend the people of Remnant... But we are getting desperate..." Winter replies.

"What do you mean?" Ben asks.

"Well, the General has said that every available Huntsman and Huntress is to go into battle as well. And that includes me, the General's assistant. You know that an army is desperate when even they turn to me for help." Winter pointed out.

Ben looks down as they keep walking. While a gardener hands Winter a single flower, which she examines and she smiles at the gardener, Ben thinks about all of this. The whole world is at stake right now. With Grimm overrunning towns and cities, it won't be long before...

That's when Ben gets an idea. "Then I'll help." He suddenly said to Winter, surprising both her and Weiss.

"You would?" Winter asks, a bit baffled by Ben's bravery.

"No, seriously, you would?" Weiss double asks her teammate, a bit baffled of Ben's stupidity.

Ben shrugs and replies, "Hey, I'm a superhero. It's kinda my thing. Plus, this world is my home now. And a Ben Tennyson will always help those in need, clone or not." He says that all with determined smile on his face.

Weiss stares at Ben more. Now she's even more worried for him. Yet for some reason, she also feels... at ease with his words. Ben's still filled with hope and determination. He's almost like Ruby.

However, her spaced out trance is interrupted when Winter suddenly hugs Ben, burying his face on her chest. "Thank you so much, Ben Tennyson! Truly, you are such a brave and respectful young man." She says as Ben is starting to suffocate in Winter's melons.

"Winter!" Weiss complains at her sister as she blushes at the sight of Winter basically seducing Ben.

"Oh sorry." Winter apologized as she let's go of Ben, who is now breathing heavily for air while his face is all red. "I don't want my sister to get jealous." She teased.

"Winter!" Weiss yells again as her blush becomes more visible because of her sister's teasing.

"Man... she has... nice ones... even bigger than Yang's..." Ben muttered. He doesn't even know what he's saying. He's just baffled, flustered and a little turned on by Winter's accidental action. His mind is melting a little while his eyes are swirly.

"BEN!" Weiss yells at her passing out friend. Her blush disappeared as she is more angry this time.

"Oh my. It seems your friend is attracted to me, Weiss. Careful, I am into boys younger than me." Winter teased her sister once more. Of course, she doesn't mean it. While she does find Ben attractive, he's not her type. All she's doing is pushing Weiss to do something for her friend.

Weiss blushes again as she grits her teeth at her sister. With that in mind, Weiss then just pulls Ben away from the scene. He still hasn't recovered from Winter's (ironically) hotness. "Come on, Ben. We need to talk anyway." Weiss says to her teammate as they head back to the inside of the mansion.

* * *

After minutes of recovering, Ben is finally ready to talk yo Weiss. As they walk inside the mansion, they start talking about stuff. Weiss told Ben that after the fall of Beacon, her father picked her up from Beacon and decided that Atlas is safer for her.

After that, Ben wanted to explain that he was trained by Yang's mom, Raven, to better control his Guardian powers, but he was told by Qrow and Ozpin back at Beacon that he's not allowed to tell anyone about the Guardian or even the Maidens. So now, he has to come up with an excuse.

"Uhhh, well. I... I passed out during a battle but the next time I woke up, ummm... Sir George of the Forever Knights found me and trained me for like weeks and told me to look for you guys!" Ben lied with a fake smile on his face.

"Sir George? But didn't you tell us he's dead?" Weiss asked skeptically. He noticed Ben's left eye twitches. She has no idea why though.

"Uhhh... No! Sir George was actually turned into a being of Omnipresence! That's what he told me! So now, he helped me train and here I am!" Ben lied once more, his left eye twitching more.

Weiss raises a brow in confusion. She then just facepalms as she has had enough for today and just decides that Ben's saying the truth. "Fine. Whatever." She replies.

Ben sighs in relief and the two of them walk around some more. However, after almost half an hour of silence, Weiss finally decided to tell Ben something. Something he must know. "Ben... There's... something I have to tell you..."

"Hm?" Ben asks.

Weiss was silent for a bit until she finally looks straight into Ben's eyes. "It's about you and... Yang." Weiss finally said.

* * *

At the balcony once more, Ben looks down after what Weiss told him. Yang told Weiss back at Beacon that she can't believe Ben didn't save everyone. And he didn't bother even coming back for her. Now, Yang thinks everyone around her is just abandoning her. Her moms, Blake, Ruby, and now, Ben. Yang now told Weiss that she and Ben are done.

"I'm sorry, Ben. I know it wasn't my place to tell you but... I just..." Weiss tried apologizing to Ben.

"No. It's fine Weiss. You did the right thing." Ben replies but he kept looking down from the balcony. "Man... dumped again, huh?"

"Again?" Weiss asks.

"Well, there was Kai, Emily, Eunice, Julie and Ester..." Ben explained, mentioning previous girls he has dated. Well, dated by the original Ben but he has memories of dating the girls anyway. "And now Yang... I guess I'm a terrible boyfriend after all."

Weiss disagrees and puts a hand on Ben's shoulder and says, "Ben... You're not–"

"It's okay, Weiss... If that's how Yang sees me now... I... I'll accept it. For now, I... I just need some time..." Ben interrupted his teammate as he kept looking down.

Weiss wanted to say something but no words escaped her mouth. She should respect Ben's decision. "Okay. If you need a place to rest, I'll have the maids prepare the guest room." Weiss offered Ben.

Ben nods his thanks as Weiss leaves him at the balcony for a while. As Ben looks up at the sky, he thinks of the times that he wanted to keep going. He's gotten this far by thinking of his team, especially Yang, all the time. But now, knowing that Yang hates him, what's there left to keep him going?

He just stares at the sky a bit longer, just thinking about it.

Unknown to him, Weiss is at the doorway to the balcony, peeking at Ben as his state worries her. "Ben..." She whispers as the wind blows past...

...and a single snowflake drops beside Ben.

* * *

 _A bittersweet ending to a tale of a hero's determination shattered by the revelation of his lost love. The Lost Hero and the Honest Soul. Two heroes facing the dangers of a world they know so little about. But no matter what they face, their flames of hope and strength will light the way to a new beginning for mankind to survive this monstrous world._

 _That is why... I will focus all of my power..._

 _...to snuff it out._

 ** _How does it feel? Knowing that all of your time and effort has been for nothing? That your guardians have failed you? That everything you've built will be torn down before your very eyes?_**

 ** _Your faith in mankind was not misplaced. When banded together, unified by a common enemy, they are a noticeable threat. But divide them, place doubt into their minds, and any semblance of power they once had will wash away._**

 ** _Of course, they won't realize it at first. Like you, they'll cling to their fleeting hope, their aspirations. But this is merely the first move. So you send your guardians. Your huntsmen and huntresses. And when they fail and you turn to your smaller soul, know that you send her to the same pitiful demise. This is the beginning of the end, Ozpin. And I can't wait to watch your Honest Soul be destroyed by your Lost Hero._**

* * *

 **End Credits Song: Never Wake Again by JT Machinima**

So when you meet your end  
Your journey just began  
Transcend the world of man  
And then you'll never wake again

Tell me, what do you see when you look into my eyes  
Because all I have left is the demon deep inside  
Evil blood in my veins is the reason I'm alive  
Now my darkened heart beats  
And I know it won't be over when I die

* * *

 _Unknown months or years later..._

Ben gets up from his bed, shirtless but still wearing pants. As he yawns and gets up, he puts on white shirt and exits his room.

After finding the bathroom, brushing his teeth and washing his face, he takes a hanging towel from a nearby towel rack and wipes his face. Once he's one, he sees in the mirror in front of him that Weiss is at the doorway, watching with a small smirk.

"You're early." Weiss remarked as she hugs Ben from behind, wrapping her arms around his neck and kisses his cheek.

"Well, it's a requirement for my job." Ben replies and kisses Weiss back on her own cheek.

...And on their ring fingers are engagement rings.

* * *

 **To be continued...**


	66. The Wicked Witch

**Here come dat Jade!**

 **RWBBY: Oh shit, waddup?**

 **I regret nothing. So hey guys and girls of varying... ummmm... Don't know what I was going with there. Anyway, welcome back to the story. Now for those expecting this to be the Ben x Yang Arc, well, this is actually a filler chapter before we head straight to that. Still, I want to say thanks to those who are fine with the current pairing. While some of you don't, especially that guy who said my story is trash but when I looked at his profile, the most reviewed story he has only has like, what, two reviews, I appreciate those who defend the story. Thank you for that. For that, here's a little special treat for all of you.**

 **Let's read.**

* * *

A loud smack can be heard from on top of a building owned by Merlot Industries. And from that building, a guy named Garrett Strider (Google him. PS. I hate this OC) lands on his back after receiving a punch from someone. As this criminal stands up, he transforms his sword into two giant guns and starts shooting at his assailant...

...but the bullets only bounce off the hard skin of the hero that's about to arrest him. And this someone is Four Arms. However, he looks much different from before. Four Arms has a better developed forehead, more muscle mass, a black sleeveless shirt with a white line going down it and a pair of jutting incisors. Four Arms is wearing the Omnitrix symbol on his chest.

"I don't have time for this!" Four Arms complained as he shrugs off the bullets and punches Strider again. This time, Four Arms broke his sunglasses and gave him a shiner on his left eye. "We barely spend time with each other now and I'm not gonna let you ruin this day for me! So why don't you just chill out in the Null Void?!" Four Arms angrily added and he immediately gets surrounded by emerald light.

When the light died down, in Four Arms' place is a 29 year old man with brown hair and green eyes. He's wearing a black shirt with a white line going down it. On top of his shirt is a green jacket with the Omnitrix symbol on his back. And on his left wrist is the Omnitrix, only bigger and seemed more like a gauntlet than a watch.

This... is Ben 10000. The one team RNJR visited a while back. Or in this timeline, he was visited by them two years ago. And he's changed a lot since then.

Ben smirks as he brings out a Null Void grenade from his back pocket and throws it at Strider, who's still recovering from the punch Four Arms gave him. The grenade lands on Strider's lap and it activates, sucking in the terrible excuse for a RWBY character into the depths of the Null Void. Once the guy is inside, the grenade deactivates and lands on the ground. Ben goes up to it and picks it up.

"Some people these days still think they stand a chance." Ben jokes as he throws the grenade in the air, transforms into Heatblast, and chucks a fireball at it, destroying. No way out for Strider. Once he's done, he transforms into XLR8 and zooms away, heading for an important event.

* * *

XLR8 finally arrives at his location and switches back to his human self. Only this time, he's wearing a tuxedo with a green tie and black formal pants. He didn't bother to fix his tie and opens the large twin doors in front of him.

"Am I late?" Ben asks to the people inside.

And the people inside are all very familiar. Team CFVY, team NDGO, team FNKI, team SSSN, Headmaster Glynda Goodwitch, Doctor Oobleck, a couple of Ben's Faunus friends, team JNR, and of course, Ben's best man (ironically enough), is Blake Belladonna, who is a woman. They're all wearing formal outfits and dresses. Except Blake, who didn't wear a dress but instead wore a tuxedo that's usually for men.

"Nope. Though a few minutes earlier would've been better." Blake joked as Ben runs down the middle isle and stands next to Blake. As Ben inhales and exhales in nervousness, Blake noticed that Ben's tie is a bit messed up. Blake smirks and makes Ben turn around to face her by pulling on his arm. Once they're face to face, Blake started fixing Ben's tie like a mother does. "You can leap over dozens of buildings, move faster than the speed of light, lift whole mountains and yet you can't even tie your tie." Blake teased Ben as she kept fixing his tie.

"I know how tie it! I just... didn't have time to do so." Ben replies as he scratches the back of his head in embarrassment.

Blake merely chuckles at Ben before finally finishing up the tie. "You're good to go, hero." She says to her best friend.

Ben turns back around to where he should be facing and waits like everyone else. Fortunately, they didn't have to wait long as only a few seconds later, the doors open again...

... and there they are. The rest of attendants for the special event. A young Faunus boy as the ring bearer and a little girl as the flower girl. Next was Winter Schnee. Wearing a white dress and holding a bouquet of flowers, she smiles as she, the maid of honor, walks down as well after the children. After passing by the altar, the two last people are next.

One was has gray-white hair and a pale complexion. He has a large gray mustache, and his eyes are a cold blue color. He can be seen wearing a pure white double-breasted jacket with a red handkerchief in the breast pocket, underneath which he wears blue shirt and vest and a gray-white tie. He has a silver-colored ring on his right hand.

This man is Mr. Schnee, the former CEO of the Schnne Dust Company and the father of Winter and the bride...

...Weiss Schnee. Wearing a beautiful, pure white wedding dress with streaks of gold at the end, Weiss walks down the aisle with her father as they approach the altar.

Ben smiles at his future wife, who sees him and Weiss blushes, smiling back. As they continue walking slowly, Mr. Schnee says to his daughter, "Marrying the most powerful man in the world. You're luckier than your mother."

"Dad..." Weiss whispers, rolling her eyes in amusement. "Come on. You and mom are perfect."

"And so are you, my darling. And it looks like your about-to-be husband is the same. Albeit his mannerisms are quite bothersome to me." Mr. Schnee replied.

Weiss giggles at her father's point.

Finally, they arrive at the altar, with Weiss' father nodding at his daughter and his future son-in-law then passing by the altar, heading to his seat.

Ben and Weiss look at each other, holding each other's hands as they smile.

After saying there vows for each other, the priest finally asks, "Do you, Ben Tennyson, take Weiss Schnee to be your wife? Do you promise to be true to her in good times and in bad, in sickness and in health, to love her and honor her all the days of your life?

Ben smiles, staring deep into Weiss' eyes and says, "I do."

"And do you, Weiss Schnee, take Ben Tennyson to be your husband? Do you promise to be true to him in good times and in bad, in sickness and in health, to love him and honor him all the days of your life?"

"I do." Weiss replies, smiling back at Ben.

"I now pronounce you as husband and wife. You may now kiss the bride." The priest finally ended, closing the religious book in his hands.

And with that, Ben and Weiss Tennyson finally kiss as everyone in the church cheers.

* * *

 _An hour later..._

The wedding party is going on at the garden at Ben's headquarters. As all the party guests enjoy, Ben and Weiss are seated on a stage on the side, watching over everyone. Finally, Blake climbs up the small steps to the stage and smiles at the two before heading to the middle of the stage, grabbing the mic on the mic set and announces something she wants to say.

"Hello, everyone. If I could have your attentions for a bit..." Blake says, everyone stopping what they're doing to listen to Blake. "Thank you... Twelve years ago, I was with team RWBY. One day, we met Ben and it was the weirdest beginning for a long adventure of heroics. And these two met. Would you believe that the first thing they do is fight each other?" Blake joked. Everyone laughed, including the newly wed couple. "Ben won and Weiss didn't quite took it easily. Although Ben did end up with Yang, bless her soul, there were... let's call them hints, that Ben and Weiss are kinda compatible. Ben met Weiss first, they fought, Ben was the one who talked her to forgive what I did, Ben was the one who saved Weiss back during that train heist, it was Ben and Weiss who partnered up in the tournament and... now look at them." Blake added and looks back at the two, with Weiss resting her head on Ben's shoulder, both of them smiling back. "So... a toast... to my best friends... now husband and wife." Blake finally ended, everyone raising their glasses for Ben and Weiss.

"For Ben and Weiss!" Jaune added.

"Do you even drink anymore?" Ben joked from the stage and everyone laughed, including Jaune himself.

"It keeps the blood flowing." Jaune replies.

"Unfortunately for Tennyson, his will be spilt all over the stars!"

Ben's eyes widened at the voice. He immediately recognized it. But it can't be. How can HE track him down in Remnant?!

Unfortunately, unlike Ben, everyone didn't know who that was and they all just look above them, where a giant fireball is about to crash down from the sky. Everyone immediately ran out of the way as it finally came down, creating a sizable crater and a wall of dust.

Ben and Weiss immediately stood up and, along with Blake, joined the people below the stage. However, Weiss and Blake noticed that Ben seems more tense than usual. They've never seen him like this. He seems so... terrified and angry at the same time.

As the normal civilian guests ran off to get to safety, the one's who remained are teams WBB, JNR, SSSN and CFVY.

"Everyone! Get out of here! You can't fight him!" Ben, however, shouted out, making everyone look at him in confusing.

Even Coco is a bit startled. "Are you kidding us? We're not just gonna leave you!" She pointed and her team, and everyone else, look back at the wall of dust.

"No! You don't understand! That voice! It was–" Ben kept spouting...

...and a humongous being came out of the smoke. A long time enemy: Vilgax.

"Hello... Ben. Did I crash your party?" Vilgax menacingly joked. Vilgax is wearing a red glove on his right hand, has the same breathing mask as he does back then, and wears a red and black spandex suit with no sleeves. He has six tentacles protruding from his face. His left arm is enlarged, with two spikes just blow his elbow, and a retractable tentacle.

"Did we order calamari for the buffet?" Sun jokingly asked as they all stare at Vilgax's hulking frame.

"Guys, run!" Ben kept warning them but Weiss simply pushes his husband aside as her eyes glow white.

"No. This thing just ruined my party. This was supposed to be a happy time. But right now, this thing is stressing me out!" Weiss angrily yelled and she creates two glyphs, one for each hand, and fires bolts of electricity at Vilgax...

...and it did not affect him in the slightest. "Whoa... Well that ruined my speech." Weiss jokingly complained.

"Allow me to demonstrate my own magic. I shall make you all disappear!" Vilgax yelled and he immediately slams his enlarged left fist into the ground, causing a shockwave that sends everyone flying.

Luckily, due to their training, most of them managed to land on their feet. MOST of them, as Neptune lands headfirst onto a bowl of punch while Scarlet lands on his crotch on a chair's arm. He could only squeal in pain as he passes out because of his damaged male organ.

"I'm just glad Ben and Weiss let us bring our weapons in the party." Coco joked and he transforms he handbag into her gatling gun. She unloads all her round at Vilgax, but all it did was annoy the nearly indestructible warlord.

"Wait... you allowed weapons in the wedding?" Blake asked the couple, crossing her arms in disbelief.

"Just in case of emergency?" Weiss pointed out, though a bit unsure of her own answer. Blake looks at Ben for a different response, only for Ben to shrug, making Blake facepalm. However their attention was immediately taken when they heard a loud smack and saw Fox and Coco get knocked out and sent flying at the stage.

"Get everyone out of here, now!" Ben yelled again, this time, at Weiss, Blake, Jaune, Nora and Ren.

"Ben, we're not leaving–" Weiss attempted to protest but was only met with a hug by Ben. Her eyes widened. Sure, they're married, but this hug... feels different.

"I already lost people I loved before. I don't wanna lose more of you." Ben whispered in Weiss' ear.

Weiss looks down on the ground. If Ben's this afraid then they should justl listen to him. They shouldn't be arguing. As she hugs back, she replies, "Be careful."

* * *

Yatsuhashi and Sage attempted to slice Vilgax, but their swords merely shatter upon contact. The tyrant then picked up the two and smacked them into each other, knocking them out. After he drops the two muscle bound Hunters, the whole stage was suddenly thrown at him, knocking him away and sending him crashing off into the garden's mini forest.

And the one who threw it was Humungousaur. Without uttering another word, he slaps the Omnitrix symbol on his chest and turned into Ultimate Humungousaur. The hyper evolved Vaxasaurian then charged towards his old nemesis, creating small tremors with every step.

"Hey! Leave some for us! I wanna kick his butt for hurting my team!" Sun proclaimed burlt Blake stops him, pulling on his hand. "Blake? Let me at 'em! He's gonna–"

"Kill you if you charge in stupidly. Ben told us all to go... And nobody questions Ben 10,000." Blake pointed out.

Sun wanted to retort, but realized that Blake is serious. Dead serious. If she goes, Sun goes.

* * *

Ultimate Humungousaur arrives at where he knocked Vilgax into. However, when he does find himself in the garden, Vilgax is nowhere to be found.

Before he can even call out his arch nemesis, he gets blasted by something behind his back. He turns around...

...and sees someone different.

"Hi Ben. Miss me?"

It's Charmcaster, wearing a purple dress with a pink ribbon around her waist and a black crown on her head, in addition to that she wears black fingerless gloves. At the top of her dress, she has a cerise pink gem with a golden border, and she also wears long dark purple tights. She wears her long silver hair laid out that extends to her thighs, orchid eyes, and very dark purple lipstick.

"Charmcaster?! You're here too?!" Ultimate Humungousaur exclaimed, morphing his hands into cannons and aiming them both at the mana witch.

"Of course I am. Why wouldn't I be?" Charmcaster sarcastically replied as she smirks, firing beam of multiple colors. The beam hits Ultimate Humungousaur square in the face. It didn't faze him, but it still hurt. Ultimate Humungousaur retaliated by firing his cannons, launching multiple missiles at the witch, who creates a rainbow colored shield to protect herself.

When Charmcaster disperses her shield, however, she gets surprised when Ultimate Humungousaur is now in front of her as he brings down both of his fists down on her, attempting to smash her into the ground. When he succeeds, the whole place was simply filled with dust, limiting both of their visions.

When the dust settled, Ultimate Humungousaur stands at ease again as his vision finally clears...

...only to see Charmcaster is no longer where he thought he hit her. "What?! Where did–" Ultimate Humungousaur says until he gets blasted with blue electricity. And because of the metal platings on his body, this really hurt him, making him yell in pain andd revert back to Humungousaur. The Vaxasaurian looks slightly behind him and saw another old foe. His eyes widen some more.

With his mixed body parts were comprised of the hands and legs of Water Hazard, the front torso of Terraspin, the unarmored back of Armodrillo as well as his arms, NRG's faceplate on his neck and seal on his chest, and a head resembling that of AmpFibian, Ultimate Aggregor smirks as his red eyes look straight at his kneeling foe.

"Is there anyone I know from my universe that doesn't want to kill me right now?!" Humungousaur complained, switching to Diamondhead for this battle. "Look, you guys got it all wrong. I'm clone of the real Ben! I don't have anything to do against you guys!"

"That's where we all differ, clone." Ultimate Aggregor replied as his hands crackle with electricity. "We are all here for one thing and one thing alone: Revenge." The Osmosian continued and immediately zapped Diamondhead with his lightning, but it did nothing to the Petrosapien, who just charged at him and tackled him to the ground.

While on top of his enemy, Diamondhead started punching Aggregor in the face with his diamond hard fists. "I! Didn't! Do! Anything! You're after the real Ben, not me!" Diamondhead angrily says to his enemy, getting annoyed that these bad guys aren't listening to him at all.

Aggregor headbutts Diamondhead in retaliation, dazing him a bit. This gave the amalgam Osmosian the chance to blast Diamondhead off of him with his heat vision, sending the Petrosapien flying then crashing back down on the ground.

Diamondhead gets back up and morphs both hands into blades...

...and sees that Ultimate Aggregor is gone as well. Diamondhead just blinked in confusion as he stares at where his enemy used to be. He looks to his left, right, above and behind him. No trace of Vilgax, Charmcaster nor Aggregor. Diamondhead switches back to Ben as he remains standing there in the ruined garden. "What's going on?" Ben asked himself.

* * *

Somewhere, Ultimate Aggregor heads to an abandoned building, alone. The place is full of holes and windows that are boarded up with wooden planks.

The Osmosian then cocks back his jackhammer-like arm and punches the broken metal doors of the structure, giving him an entrance. As a small amount of dust disappear after only a short time, Aggregor proceeds to enter the facility.

Inside, it's quite dark. Not much lighting due to the limited sources of light in the place. The walls and floors also look like they haven't clean it up for years, with multiple stains all over the place.

Aggregor finally reached the place he wanted to go to: an empty room with pure white walls, floors and ceiling. For some reason, it's the only room in the whole area that's well lit.

And in the middle of the room is a man with his hands behind his back, looking calm and collected.

Wearing a silver helmet with a purple visor that blocks all view of his face, leaving only two glowing purple eyes visible, a black bodysuit with silver boots, gauntlets, and a chestplate, a purple cape hanging off his shoulders, Eon stands proud and is just staring at one of the white walls, as if he was watching something.

"I did what you told me, and you're right. I had him nervous." Aggregor spoke...

...with a female voice?

"Excellent work, Ms. Fall. I assume you shapeshifted into the forms I suggested?" Eon replies, not even bothering to look at Aggregor.

Aggregor smirks before he suddenly glowed red and in a blink of an eye, he morphed...

...into Cinder Fall?! Unlike her outfit two years ago, she's now wearing gray pants and boots; a beige leather, sleeveless jacket with light-beige details; brown gloves, a sarashi tied around her chest and another around her hips, and a pauldron on her left shoulder. She also wears a belt around her waist, which has multiple brown pouches attached to it.

"I did. Not bad ideas. Using Humungousaur's strength while in Vilgax's form, Chromastone's powers as Charmcaster and simply using the right aliens for Aggregor. Simple but effective." Cinder replied, putting her left hand on her hip.

"It's all about experience. From what I've seen, Tennyson fears specific villains of his past, especially Vilgax. It helped that your nanites have evolved further after your time in the Null Void, granting you the ability to shapeshift." Eon points out, he finally turns around and looks at Cinder. "Of course, I am a man of my word. Here's my promise." He says to his ally and, as he puts up his right hand in front of him, he creates a portal in front of Cinder.

Cinder smiles at what she sees.

The portal is showing...

...the canon timeline. A specific event in that timeline, in fact. Even though normally what she's watching would piss her off, it's actually what she wants to do that's making her smile.

And what Cinder's watching is the time canon Ruby awakened her Silver Eyes and froze everything around her, including her canon timeline self.

"I guess they won't notice that she's been replaced." Cinder says.

"Enjoy." Eon says to Cinder, who nods her thanks and enters the portal. A flash of purple light shined through the room after Cinder entered.

* * *

 _Canon Timeline: Before Ben reached Atlas_

Cinder wakes up, her head in pain. The last thing she remembers is that Ruby girl ruining everything after she killed Nikos. Cinder weakly gets up, holding her side. She finds herself still at the top of the destroyed tower of Beacon.

She slowly walked to the side to look down at what's down the tower. She winces a bit before finally seeing a sight for sore eyes: Alpha standing proudly in front of a bunch of EVO Grimm that are bowing down to him.

Cinder wanted to call out to her "brother"...

...until someone covers her mouth from behind and stabs her from her back, piercing through her chest. Her scream is muffled as she slowly turns her head to see her attacker...

...and it's the other Cinder, the one from Ben 10000's timeline. "Shhhh... Don't worry. I'll take good care of everyone." Alt!Cinder whispers to her past/alternate self.

Canon!Cinder attempted to move, but she noticed that the thing thats piercing her body is an icicle, used by Alt!Cinder with Big Chill's powers. That's when Canon!Cinder suddenly felt cold all over her body...

...and all her insides just froze over, finally... killing her. And because Alt!Cinder is the last woman in her head...

...the Fall Maiden's powers return to Alt!Cinder once more. Cinder gains her fiery aura back as her eyes glow yellow like fire. As she lets go of her dead alternate self, she looks at both her hands as she creates flames on them that's hotter than usual. Combining NRG's heat with the Fall Maiden's fire, the heat is enough to melt even the toughest metal on Remnant.

Cinder smirks. She looks back at her dead alternate self and uses her combo powers to melt the corpse.

Alpha returns to the top of the tower and sees Cinder. Thinking this is his sister that had just woken up, Alpha wanted to smile had he had a mouth, but instead just kneels down to praise her.

"Sister! You have awoken!" Alpha says to her, his eyes obviously are full of joy.

Cinder crouches down to Alpha's level and caresses his cheek to reassure him. Oh how Cinder missed him. "Yes, my beloved brother." Cinder replies. "I'm back."

Alpha is too happy to notice the now melted down body of his real "sister".

If you thought Cinder was scary before...

... she's just been replaced by her scarier self.

* * *

 **To be continued...**


	67. Just a Little Faster

**_The saying "You stole my heart" is overrated and wrong. I mean, how can your heart be stolen when you let him keep it anyway? That's what love really is._**

 ** _– Anonymous_**

* * *

Yang Xiao Long. The once proud member of team RWBBY, the only one from the team who can keep up with the likes of Ben Tennyson, and the one who's usually the cheerful of the group...

...is now just at her home in Patch.

Still having only one arm after the battle from Beacon, she's grown a little after a couple of months. Discarding her old clothes, she now wears an outfit that consists of a gray jacket on top of an orange tank top that bares her midriff. The jacket is tied at the right sleeve, indicating her missing arm. Completing her attire are gray cargo pants, which show the rim of her dark undergarments, and white sneakers. Additionally, patches can be seen on her clothes, including a yellow Omnitrix symbol on the right leg of her pants and her emblem on the left sleeve of her jacket.

Ironically enough, despite her newfound hatred for her ex, this outfit she's wearing...

...was the one she bought and had customized when team RWBY first met Ben.

Yang just got home from an errand, carrying a plastic bag full of groceries. As she slowly opens the wooden door of her old home, she yells out inside, "Dad! I'm back!"

No response.

Yang just sighs under her breath as she closes the door behind her and takes off her shoes by pushing one each using the other foot and slipping into her slippers. After a quick stop by at the kitchen to drop off the groceries, she heads back to her and Ruby's room.

Upon entering her room, just the sight of Ruby's empty bed was enough for her to keep staring at it for a while. After her moment of silence, she sighs and jumps at her own yellow blanketed bed, face buried on her pillow. The pillow muffled her own scream of unknown emotion? Is it anger? Sadness? Confusion? Not even Yang knows. She just screamed, letting the soft pillow silence her a bit.

 _I am finding out that maybe I was wrong_  
 _That I've fallen down and I can't do this alone_  
 _Stay with me_  
 _This is what I need please_

Yang heard her own ringtone from her scroll that's on a table just beside her bed. She lifts her head a little bit, only revealing her right eye so she can see her lit up scroll. Someone's calling, but Yang can't help but...

...listen to her ringtone. It's somehow... fitting...

 _Sing us a song  
And we'll sing it back to you  
We could sing our own  
But what would it be without you_

Yang just stared at her ringing scroll, not even bothering about who's calling. The song. The lyrics. Why does it hurt when she listens to them closely? Is it... because of...

 _...Ben..._

That's when she finally slowly shifts her sight to the one who's calling...

...It's Ben.

Yang's eyes widened in shock as she stares at his name on her scroll. At that instant, the song didn't matter. Now, Yang can't decide if he should answer the scroll or not. She's not sure.

 _Damn it..._

She can't think straight, so just goes ahead, grabs her scroll and answers the call...

..but she heard nothing but static.

The mere silence coming from the other side of the call just made Yang calm down almost immediately. She immediately realized that she took too long to listen to the song that Ben must've hung up the moment she picked up the device.

Disappointed at herself, she lightly smacks her forehead with her own scroll.

* * *

In Atlas, at the Schnee Mansion, Ben is at the balcony, staring at his scroll as he wonders why Yang didn't pick up. Then again, months ago, Weiss told him Yang hated him.

But that's exactly it. It's been months now. He's just wondering if they can talk again. Ben really wants to apologize to her. They can talk about their relationship. What they can be now that they're... well...

Ben sighs. He stares at his scroll... and noticed his hand that's holding it. His right hand. Specifically, his ring finger.

The engagement ring. The sign that he and Weiss are going to get married in the future.

But... that's what her and Winter's father wanted, not them. For the past couple of months, Weiss finally admitted that she liked Ben. Eventually, Ben fell for her too, but is still conflicted on who he really loves. Then came his new fame.

Pyrrha's death gave the world despair. The famous student that seemed heroic to the world has died. But then, Ben started helping Atlas purge Grimm from villages. People found a new light in this time of darkness.

So Papa Schnee had the bright idea to have his daughter marry a world famous hero to preserve their family's name. To improve their reputation.

Ven and Weiss love each other, but both of them are not ready for marriage. Especially since one of them is still unsure who he should pick.

Ben just has had enough, so he just smacks his forehead with his own scroll, ironically enough.

* * *

Yang spent the rest of her day just lying down on bed, staring at the ceiling as her scroll, which was previously on the table, is now just beside her on bed.

 _What is wrong with me? Why am I even waiting for him to call back?! I hate him! He never came back! So why would I wait for his call?! I hate him! I hate him! I...! Do...Do I still hate him?_

Yang says in her head, struggling to figure out what is wrong with her. Does she really still hate Ben? Even after all this time?

Ben wanted to talk but she didn't answer because she was busy figuring out the message the universe sent her through the ringtone. She could call Ben but... she doesn't want to. Or is that just what she's telling herself? Trying to force her self to hate someone she can just forgive?

 _I hate him... No! I'm just trying to... Darn it, no! I hate him! ...Do I?_

Yang has had enough and just buried her face on her pillow again using her only hand.

 _Where did it all go wrong?_

She says...

...and it hit her...

 _Was it... that time?_

* * *

 _Months ago: The day RWBY and Ben met_

Suddenly, Yang sits beside him while he's reading his comic book.

"So...Figured out how to go home yet? Not that I want you to leave. I mean, you just got here. You leaving immediately would be...uhhh..." Yang said.

Ben raised a brow. "Anticlimactic?" He said, trying to guess what Yang means.

Yang shrugged. "Maybe."

Ben sighed. "Trust me. If I had, I would've been long gone. Yet I'm still here. Besides..." He said as he puts back his comic book back in his bag. "...There has to be a reason why I'm here. Maybe I'm supposed to help you guys save the world or something. And a hero always helps those in need!" He proudly said.

Yang smiled and replied, "You sound a lot like Ruby. By the way..." Yang scooted a little closer to Ben, causing Ben's face to heat up. Seriously, she's blonde, funny and has a big pair of...gauntlets...

"Are you single?" Yang teased. Ben gulped.

"Errrr...Yeah...but not available at the moment... Hehe..." Ben replied and chuckled nervously.

"Awwww...Still..." Yang said and kissed Ben on the cheek. Ben's face turned even redder. "...You and I will have a fun semester, Benjie." She said and gave a teasing giggle as she heads back to her bed.

Ben was frozen in place and fainted on his bed.

* * *

The next day, Ben opens his eyes to see that he's still on his big rag of a bed. Rubbing his eyes to keep himself from falling asleep again, he sits up...

... only to see Yang is already right up his face.

"Gooooooooooood morning!" Yang greeted him.

"Gah!" Ben panicked at the sudden greeting, causing him to jump back and accidentally hit his head on the wall behind him. Since he still has no aura at this point, it really hurt.

As he holds his head with both hands while on a fetal position, Yang just laughs at Ben. "For a guy who claims to be the savior of his universe, you sure do get scared easily." Yang teased Ben, who's still in pain.

"Being surprised by something sudden is different from being scared!" Ben replied, still massaging his head. "Anyway, don't we have a class today?"

"Oh, our class starts in 1:00, but Ruby, Weiss and Blake has their class on 8:00. They already left." Yang explained. "So come on! Let's hang out for a bit! You met the others first so I wanna know more about you!"

"Eh, sure. Why don't you ask me a question and I'll answer?" Ben suggested, the pain he's feeling replaced with excitement to tell his new friend about his adventures.

Yang fist pumps as she sits beside Ben once more. He looks like a guy who knows how to have fun so maybe they can be great friends. "Okay. How about... When you first got that watch of yours." Yang asked the most important question.

"Oh boy. This gonna be a while... It started when an alien device did what it did..." Ben began his story.

* * *

"...And that's how I defeated Maltruant and watched the creation of the universe." Ben finished as Yang is still staring at him in awe.

"Did you seriously cycle through all of your transformations?" Yang wanted to double check because something that awesome is too good to be true.

Ben nods with a smug smile and confidently crossed arms. Yang suddenly just punched Ben on his shoulder, causing him to get knocked down on the floor as Yang says, "That's so cool!"

"Thanks... Just please don't kill me..." Ben pleaded.

"So what did you do after that?" Yang asks as she helps Ben back up.

Ben, rubbing his shoulder, smiles and replies with, "Well we went on a road trip, space style! We visited different planets, met a some people, old and new, and we got a bunch of alien souvenirs."

"Oh, you have to show me those!" Yang demanded, prompting Ben to grab his bag and bring out a bunch of stuff.

First, he brought out a device that looked like multiple pieces attached together. It has a black and green coloration. "This is the Potis Altiare. Each piece has different abilities on their own, but when combined, they are able to give the user unlimited power. Problem is, it's deactivated and only a Galvan is smart enough to reactivate it. Got it from Galvan Prime." Ben explained.

"Whoa. Hey, maybe we can use that someday." Yang suggested.

"We could. I did send an evil Way Big into space with it one time." Ben agreed. Next, after placing the Potis Altiare on the floor they're sitting on, Ben pulls out an artifact in the form of golden gauntlet, which contains 5 jewels, one on top of the center hand, the top four fingers. "This is the Golden Fist. It was stolen by Slix Vigma from the Tetramands. It was given to me as a gift for returning it. It gives the user incredible punching power and fire laser beams."

Yang wasn't talking anymore. She's just staring at the artifact in awe. She almost feels like drooling just by the thought of using it.

Ben chuckled at her and handed her the artifact. "You can have it. As long as you don't abuse it's power."

"Seriously?! Thanks!" Yang gleefully says as she grabbed the Golden Fist and hugged Ben so tight, he can barely breath.

"Yang! Air! Air!" Ben pleaded, accidentally letting go of his bag, which drops out all of it's contents...

... including a strange cube with multiple runes all over it. The runes began glowing as it sensed something within Ben and Yang's...

...hearts.

"What's that?" Yang asked as she loosened her hug after noticing the glowing box.

Once Ben has caught his breath, he shook his head and looked at the box. "Oh. I got it from Anodyne. Though grandma didn't really tell me what it was really for." Ben explained. Ben takes it from the floor and starts shaking to see what it does.

Yang raised her brow until she eventually noticed the glowing runes on it. "What do these say?" She asks, touching the cube while it's still on Ben's hand.

And it engulfed both of them in purple light...

... They've disappeared. All that's left is the Anodite Cube.

* * *

 _You said you always keep your word_  
 _Show me what you're after_  
 _I thought you promised me the world_  
 _Tell me what you're after_  
 _Go on and take it way too far_  
 _Cause here we are, waiting once again_  
 _You said you always keep your word_  
 _Show me what you're after_  
 _It was never good enough for me_  
 _(It was never good enough for me)_  
 _Show me what you're after_  
 _Just a little faster_

* * *

 **And this is your first glance on how Ben and Yang's relationship began.**

 **Welcome back people! I've been busy lately because of work. I also had to host an unofficial Overwatch contest in my town. Saw lots of plays of the games there. So yeah.**

 **So I hope you loved your first look on the Golden Emerald arc. Keep your hopes up for Ben x Yang more!**

 **By the way, important question: Would you guys like to see Spanner in volume 4?**

 **See ya guys next time!**


	68. Love Me Like You Do

_**I can say for a fact that love isn't a strength nor is it a weakness. It's both. You can use it to keep yourself going, but it can also be used against you to bring you to your knees.**_

 _ **Can you risk falling in love?**_

 _ **– Anonymous**_

* * *

 _Previously on RWBBYVerse..._

Seriously?! Thanks!" Yang gleefully says as she grabbed the Golden Fist and hugged Ben so tight, he can barely breath.

"Yang! Air! Air!" Ben pleaded, accidentally letting go of his bag, which drops out all of it's contents...

... including a strange cube with multiple runes all over it. The runes began glowing as it sensed something within Ben and Yang's...

...hearts.

"What's that?" Yang asked as she loosened her hug after noticing the glowing box.

Once Ben has caught his breath, he shook his head and looked at the box. "Oh. I got it from Anodyne. Though grandma didn't really tell me what it was really for." Ben explained. Ben takes it from the floor and starts shaking to see what it does.

Yang raised her brow until she eventually noticed the glowing runes on it. "What do these say?" She asks, touching the cube while it's still on Ben's hand.

And it engulfed both of them in purple light...

... They've disappeared. All that's left is the Anodite Cube.

* * *

Somewhere in the multiverse, an empty almost lifeless barren wasteland is quite silent. With it's peculiar blue sand-filled desert and it's cloudless magenta sky, one would think that this place would be something out of a weird dream.

This place hasn't had any visitors in a long while...

...until now.

Suddenly, a blue, circular portal opens from the sky and drops off our two heroes: Ben and Yang.

They plummet down to the sandy ground, screaming in panic, and after that, only a blue cloud of sand and dust was made upon impact. But just a millisecond before the cloud was formed, a faint glow of green engulfed one of them.

"Yowch. That little bit there hurt my head...But I felt like I landed on something soft..." Yang says, rubbing her head to ease herself from the pain of being transported to a different dimension.

"That's because you landed on us..."

Yang looked under and saw that she was sitting on a whole stack of Dittos, with all their cute gloriousness.

"Hi..." The main Ditto says to Yang, who is sitting on him while he is on top of his clones.

"Well aren't you just adorable!" Yang chirped, grabbing the main Ditto and hugging him like he was some sort of teddy bear.

Instead of complaining, Dittto simply sighed. "Just let her do it, Tennyson. You'll get used to this." Ditto whispered to himself just as his Omnitrix started beeping and finally, covering him in bright green light.

* * *

Looking around as she dusts her shorts off, Yang asks Ben, "Any idea where we are?"

"Kinda resembles the Null Void but I don't think I've seen this before." Ben replies.

"That is because..."

 **"...it is..."**

 _"...your first time here..."_

Three different voices suddenly spoke to the two of, causing them to jump in surprise and look around for the source of sounds.

However, they didn't find anything, or anyone for that matter, and was only met with the silence of the desert wasteland.

"Tell me I'm not the only one who heard that." Ben asks, questioning his sanity.

"I heard it and I don't like it." Yang replies.

However, Yang's worries grow more intense as the desert suddenly began shaking. Before any of them could ask what was causing the"sandquake", coming from over the bigger hill of sand beside their spot are a bunch of Beowolves...

...but the red coloration on their bodies have been replaced with a horrific purple.

"Whoa. Never seen that kind of Beowolves before." Yang warned her friend as they go beside each other, readying their battle stances.

The Omnitrix caught their attention for a brief moment after it made a few beeping noises. "Guess the Omnitrix agrees with you. It doesn't like whatever those Blitzwolfer-rejects are." Ben added to the conversation.

With an incoming horde of enemies coming at them, Ben and Yang nod at each other and activated their respective tools, with Yang activating her gauntlets and Ben readying the Omnitrix.

Yang charges in first while Ben picks an alien form. Yang punches the first Beowolf she sees then kicks down the next. When three tried to surround her, she blasts them with her shotgun shells from her gauntlet, blowing them away. One of the Beowolves got close and attempted to claw at Yang, but she backflipped, kicking it in the face and dodging it's attack in the process.

When she lands back on her feet, however, she is greeted by the sight of a dozen more Beowolves coming at her. Just right in time, fortunately, they get blasted with a freezing beam that immediately encased the beasts in ice. Yang turns around to see Articguana , waving one of his hands signifying that he has her back.

Yang nods back at her friend and the two charge at the army of Grimm, freezing and blasting their way through them.

The two of them spent the next few minutes killing the Grimm until eventually, they're all dead. Yang and Ben sit on the desert sand, leaning on each other's backs to comfort themselves.

"You deal with this kind of thing in your universe?" Yang asks, stroking her own hair in the meantime.

Ben groans as he slides off Yang's back on purpose, making himself lie down on the sand, staring at the magenta sky. "Every single day. You don't even need to jinx yourself for something to happen."

"That bad, huh?" Yang asks again, lying down as well, with her head now in parallel with Ben's as they both stare at the sky.

"Yep." Ben replied and, almost in sync, they sigh together.

"Now now, kiddies. No time to sleep! You have a quest to do!"

A sudden voice made both Ben and Yang jump up and enter a fighting stance. Only for them to see...

...three Anodites?

One was a male Anodite with short "energy hair" and his height is almost the same as Ruby's. The other Anodite is a girl with pigtailed energy hair and a visible scar running down from her forehead and crossing over her left eye. And the last Anodite was a strange one. While she resembled a normal Anodite, long hair and tall height, her color is black and white instead of magenta and black and she has what seems to be stars all over her body.

"Welcome... to Beruhigend!" The star spangled Anodite lady, who seemed like the oldest one of the three, greeted Ben and Yang.

The Anodites got confused looks from the faces of theur guests. The male Anodite whispers to the older one, "Sis, maybe we should explain why they're here?"

"Of course. Now before you panic or anything similar, we are not your enemies." The older one added.

"Really? Cause those purple Beowolves a few minutes ago disagree with you." Yang snarked back at the energy being.

"Oh, those were just manifestations of your fears that you've already conquered in your pasts." The pigtailed one casually mentioned. "Speaking of which, you're not done!"

"WHAT?!" Ben and Yang both yell as they turn around to see that from the disintegrating dead Beowolves...

...out come Ectonurites!

"Ghostfreaks?! Great..." Ben complained.

"You know what those things are?" Yang asks, even though it's clearly obvious that Ben does.

Ben nods in response as he begins searching for another alien to use. "Nasty aliens. Can't be harmed by normal means. We're gonna need bright light to take them down." Ben explained.

Yang chuckled in response, cracking her knuckles as she approaches the enemies. "I'm all the bright light you need." She boasted and slammed both her fists into each other and making her hair glow bright like fire and her eyes changing into a fiery red one.

The fire from Yang's hair was a bit bright enough that some of the Ectonurites actually reel back a bit as their bodies sizzle like they were being burnt.

"I think I like how she thinks." Ben whispered to himself watching Yang literally just stand there and hurt their enemies without even touching them. The Omnitrix wielder then finally slaps down the dial and transforms into Heatblast before charging into battle with his new friend.

The three energy beings all watch the two conquer their foes like they were mere wet paper.

"Well, the Mana Of Fate does say there's a 50% chance they'll be together but the other 50 says that one of them will end up being together with another." The pigtailed one brought up to her Anodite siblings.

"Not necessarily. Why, according to father Celestial, there are actually 10 different possibilities in Ben Tennyson's relationship. Might I say, my favorite ones are where he and Neo are together and ended up being Robin Hoods for the poor and one where he is with Pyrrha Nikos and together, they were the strongest people in Beacon." The male one adds.

"Well I prefer him with Yang Xiao Long. But I did catch a glimpse of the possibility of him with Winter Schnee. I am a fan of the young-cougar couple. Then there is also the one with Ruby Rose, but then Mr. Qrow Branwen makes them break up. Such a poor possible couple." The pigtailed one replied.

However, the older one sighs and ignores both her siblings and Ben and Yang as she brings up a giant glyph in front of her with multiple images of multiple possibile timelines.

There is one where it would seem that a blue skinned woman with a skin tight suit and a sniper rifle turns off her visor and kisses Ben, who gets surprised. Right next to that one is the same scene, only this time, the blue skinned girl is replaced with a girl with spiky brown hair, orange ski goggles that are brought down to her neck, a pilot's uniform and some sort of energy core on her chest.

Another scene on the glyph is Ben on top of a building, sitting beside a woman with blonde hair, an eye mask, a red uniform with a star symbol on her chest and a red scarf around her neck. The two are holding each other's hands and eventually, Ben kisses the woman on her forehead. Like the previous one, this possibility is right beside another one in which Ben is standing up while a woman with short brown hair, golden superhero themed dress and what seems to be wasp wings on her back is sitting on a chair, crying after reading on her phone a message that saying, "We're over." The woman stands up and hugs Ben, who hugs back. Only in a few seconds did the two kiss and the woman's tears stop falling.

Another is Ben again, only this time, he looks much older and has a different looking Ultimatrix. As he enters what can one assume to be his house, he is greeted by the hugs of a woman, same age as him, with blonde hair and a costume with a big S on her chest. After the woman hugs him, Ben is greeted with more hugs, only this time, from two young kids with the same blonde hair as their mother. One was a much older boy while the other was his younger sister. While they hug, the scene right beside their's is one where the much younger Ben is currently tied up in a straightjacket while upside. In front of him is a woman with a top hat fit for a magician, a black suit with a red bowtie, fishnets for stockings and black heeled shoes. The magician girl was teasing Ben with her magic and while Ben is upside down, she kisses him on the lips. Ben didn't mind, giving in to the sensation.

There many more scenes in thos glyph the star spangled Anodite is watching. She sighs as she puts it away. "Warp, Aqua." She called for her siblings.

Warp, the male one, and Aqua, the pigtailed one, faced their sister.

"We should probably tell them why they're here." The big sister added.

"Yes, big sis Shadow!" Aqua replies.

"Then let's get them started, nya!" Warp chirped.

Shadow, the oldest of the three, signed again.

"This is gonna be a long month."

* * *

 **To be continued...**


	69. Announcement From Q

**Hi. This is Just Q (Q for short), friend of Jade's and her co-writer of two of her stories. I have some good news and some bad news.**

 **I'll start with the bad news.**

 **Jade got into a car accident, is now in a coma and doctors say she will never walk again due to the unfortunate combination of a damage on her spine and the bones on her legs actually being broken.**

 **Good news is she'll live, but it will take some time for her to recover and wake up.**

 **This very unfortunate event, however, will cause some problems for this story. Notice that I said this story and not everything else, like Heroes Never Die, Other Omniverse, etc. That's because most of RWBBYVerse is her idea, especially this current arc, while Heroes Never Die and Other Omniverse have half of the work and story done by me.**

 **Until Jade can write again, RWBBY is on hold. Again. Heroes Never Die and Other Omniverse will continue because I will be writing them. If you're wondering how I am able to access Jade's profile is because I'm her co-writer and she told me her password so I can write on her absence.**

 **Please pray for her recovery.**

 **– Q**


	70. Announcement from Q - Update

**Announcement from me, Q, again. I have good news and bad news.**

 **Good news is Jade's been awake for a while now and has recovered. She told us that she's gotten used to moving around in a wheelchair.**

 **Bad news is she says she won't be writing for a while. So unfortunately, this current arc is halted. This arc was written by her so I have no idea what is it about. She can tell me but I don't think I'll know how to project it the way she wants.**

 **So until she's ready, I'll be writing volume 4. Volume 5 and onward is hers once she recovers.**

 **I hope you understand.**

 **\- Q**


	71. This is The Day They've Waited For

**Ashes to ashes. Dust to dust.**

 **Through these creatures of darkness, my blade I shall thrust.**

 **Red like roses, their blood shall be.**

 **White as snow, their eyes will see.**

 **Blackness of shadows, the darkness comes.**

 **Yellow burns, but it's flicker has begun.**

 **And as these shades of color go on their own way,**

 **Green brings them closer, and lead them from a path astray.**

 **Now know, red, white, black, yellow and green...**

 **...is a team of heroes you have never seen!**

* * *

A red-hooded figure walks on a road between trees and grass.

She moves to the edge of a rock precipice. Within view far below is a settlement of buildings that are burning, three large pillars of smoke rising into the air. Beyond the village are mountains, and above it all the broken moonshines fully.

Screams can be heard coming from the village, even from where the girl stands.

Her eyes shift, taking in the village, before narrowing with determination. She looks up at the sound of a Nevermore's cry.

Two Nevermores fly over her, She toward the besieged village then turns around on the rocky precipice, her left arm raising her mechanical scythe as it expands itself upward. She releases her grip on a lever in the handle and the blade from the bottom of the shaft extends out as the scythe in the main body of the weapon fully unfolds.

Once her weapon is done, she leaps straight up into the air by several feet, leaving a column of falling rose petals. She turns as she descends and brings her scythe down so that the scythe hooks into another Nevermore passing just beneath her. The Nevermore cries out, but continues it's path toward the village, leaving rose petals in its wake.

* * *

Meanwhile, on an opposite of the village, at another precipice, a figure wearing green, buttoned up jacket with a snowflake symbol on it's back, black pants with a green hourglass symbol on the right side, black boots with green highlights, a belt with a sheathed sword attach to it's left side, a motorcycle helmet for the futuristic looking motorcycle he's riding, and lastly, a strange watch on his left wrist.

From within the visor of his helmet, the boy narrows his eyes at the village. That's when he noticed that the girl from earlier riding the Nevermore is headed to the village.

In response, the boy revs up his bike, turns a bit to get more speed and zooms away, leaving a trail of green fire from his tires.

* * *

As Grimm in the village move about, a Beowolf raising its head up to the sky and growling. Black smoke unfurls from around its head as it turns to watch the flight path of the girl and the Nevermore.

She watches for the right moment, and then pulls the trigger on her scythe. The Nevermore screams as its wing is cut off. She descends toward the village while the bisected Nevermore drifts apart. She lands on a statue of a hooded woman, demolishing it.

The girl's hood falls back as she straightens. Eyes closed, she holds still where the statue once stood. A Beowolf approaches her while she is focused inwardly. It licks its teeth and moves closer, attracting the attention of other Beowolves. They all move to surround her, their red eyes leaving glowing trails. **Ruby Rose** remains posed, **Crescent Rose** in her left hand.

Abruptly, Ruby's eyes narrow and, once they open, they had a dangerous look in them. Her head moves forward and she crouches. Her cloaks arches upward toward her body and Ruby transforms into a swirl of rose petals. The swirl propels itself forward through the air. As it reaches the first Beowolf, Ruby is seen in slow motion, petals behind her, swinging her scythe at the Grimm.

She lands on her feet as she knocks it offscreen. She bounds up again, taking out a second and turns to take out a third. Moving into the circle of beowolves behind her she slashes at them, taking out a total of eight before running to attack the ninth. As it goes down, two more put themselves in front of Ruby. The one in front of her roars at her, but she is unfazed. As it leaps on her, she takes out it, the other one to its left, and yet two more who approach her from behind in different directions.

When that one is gone, Ruby turns and is hit in the face with stoneworks, which sends her backward. She looks up and dodges out of the way as a Beowolf on a roof hurls pieces of broken buildings at her.

Ruby moves swiftly between three different spots on the ground. She then propels herself into the air toward the Beowolf in rose petal form. She splits into three streams around it until coming together just above its head. She aims Crescent Rose and fires a Dust round into it.

The recoil sends her up into the sky, where she bounces off a Nevermore and lands in the middle of the village with enough force to damage the cobblestone road and send up a cloud of dirt. She can hear heavy footsteps and looks around, but doesn't see anything through the cloud. A black fist punches through the cloud and into Ruby, sending her flying into the wooden door of the church she originally landed next to.

* * *

A couple more Grimm hear the commotion on the other side of the village. Curious, they attempt to go and take a look at it.

But, to there surprise, the biker from earlier suddenly pops up with his motorcycle as he emerges from a building, twirling what seems to be a chain made of energy as the wheels on his bike are literally on fire.

While still in the air, the boy uses his energy chain and throws it at a Beowolf, wrapping itself around it's neck as the boy pulls the chain so hard, it sends the Beowolf flying off behind him just as he lands his motorcycle on the ground.

He continues to drive the vehicle into the rest of the Grimm, running them over as his flaming wheels burn them under his vehicle. Once he spots a much bigger Beowolf, an Alpha one, charging towards him, he merely jumps off his bike and let's the bike get swatted away by the beast.

The Alpha Beowolf roars in his apparent victory but is immediately, and quite literally, cut off by the boy, who has created an abnormally long scythe made of the same energy as the chain early, slicing down the creature in half.

When he started getting more surrounded by the other Beowolves, the boy suddenly summons a female knight made of the same energy. The knight proceeds to slice up all the remaining creatures using her giant axe, turning every single one into nothing more than limbs and pieces.

Unfortunately, she missed one as a last Beowolf runs up to the boy and managed to scratch at the boy's helmet, breaking it's visor and causing the boy to stagger a bit.

That's when the Beowolf realized it's mistake as the boy, with his visor gone and his green eyes now visible, looks at the beast in a passive aggressive expression as he charges up and gathers energy right in his right fist.

All that happened next was a painful scream from the Beowolf and the sound of a loud smack from a fist.

Back to boy, he takes off his broken helmet, throws it away and scratches his brown haired head. Just as another Beowolf attempts to sneak up behind him, **Ben Tennyson** merely does an offhand backhand on the creature behind him with his **Omnitrix** wearing hand. That little Batman move made him smile at himself.

* * *

Ruby stand, holding her shoulder, and looks up with frightened cry as she catches sight of what hit her. A large gorilla-like creature. Like many species of Grimm, the Beringel is covered in black skin, with bone-like plates covering its body at certain places like armor. A red pattern or symbol resembling an eye is present on its back. It appears to have "burnt" skin, with an internal red glow visible from within, where the skin is thinnest. It has well-developed hands with opposable thumbs. It is quite large, at almost twice the height of a human. The creature, known as a Beringel, postures, beating its chest before roaring and charging forward toward Ruby. At the top of the church steps, Ruby flips over its head and lands back in the town center, sliding around in a circle on her feet until she faces the Beringel again and propels herself toward it. She sinks the tip of Crescent Rose into its hip, but doesn't get it any further through the Grimm's body.

The Beringel turns to look at her and Ruby backs up with a gasp. It grabs her and lifts her off the ground, her entire head fitting in its fist and her legs dangling in the air. The Grimm uses its other hand to punch her and Ruby is launched across the village center. She lands on the broken wooden canopy of a building opposite and easily gains her footing.

She switches Crescent Rose to rifle mode and leaps onto the roof of another building. Running across rooftops, Ruby fires down at the Beringel. It is unhurt and when it is joined by two Beowolves, the gorilla Grimm grabs one and throws it at Ruby.

Ruby gives a squeak of alarm as she sees it coming. It tries to take a swipe at her, but she quickly destroys it with her scythe. The Beringel takes advantage of the distraction and lands on the roof as soon as the Beowolf is killed. Ruby gets out of the way in time. The two face off briefly before rushing each other. Ruby positions herself to be a target, and when the Beringel lifts its arm to bring its fist down on her she leaps above it. Its fist lands on the roof while she shoots at its back. It stands up, unhurt while Ruby lands on another part of the roof.

She rushes the Beringel, dodging its fist again and swinging her scythe into the back of its leg. She proceeds to swirl in a circle around it, attacking with the scythe repeatedly, but doing no damage. The Grimm tries to hit her, but she moves too quickly. It adapts to her speed and Ruby is forced to stop moving in order to use Crescent Rose to block the hits.

Ruby turns into rose petals again and sails into the air above, gaining momentum on her descent. With a cry she attacks the Beringel again, delivering small hits around its body and transforming whenever it tries to hit her. After another failed attempt to make contact has the Beringel's fist landing on the roof, it jumps forward in that direction, driving Ruby back. It slams both its fists deliberately against the roof, causing it to collapse under her. Ruby falls with a cry.

But before she could fall, a a string of webbing attaches itself to her chest and she is pulled up then forward by an unknown force as she found herself landing safely on a a different roof.

Even the Beringel is just as confused as she is as Ruby looks at the string on her chest and pulls on it in confusion.

"Man. You need to up your game, Rubes."

Ruby heard a voice behind her and caused her to turn around and look. And all she sees is an alien with four arms, two pairs of green eyes, two legs, three fingers on each hand and three toes on each foot, blue fur over a dark blue center, and a tail with two stripes near the tip while wearing an hourglass symbol on his chest.

Ruby immediately recognizes the creature in front of her. "Ben! You're alive!" Ruby cheered as she hugs Spidermonkey. As the Arachnichimp hugs back, however, the Beringel interrupts the moment by roaring angrily, prompting the two to stop what they're doing.

"Hold that thought." Spidermonkey quipped and runs at the gorilla Grimm.

Just as the Beringel and the alien both charge at each other, Spidermonkey slaps the Omnitrix symbol on his chest as he glowed green, blinding the beast temporarily. When the light disappears, the next thing the Beringel saw is a fist that punches it in the face. The beast is sent flying as **Ultimate Spidermonkey** smirks at his own attack.

"Webs out for Beringel." Ultimate Spidermonkey joked as he jumps and follows the monster he had just attacked, which landed right in the village center.

The Beringel gets back up and looked left and right for his enemy and eventually saw Ultimate Spidermonkey coming at him. The alien himself fires a stream of webbing at the beast, covering it's face with the sticky substance and blinding it once more. As the beast struggles to get it off, Ultimate Spidermonkey takes advantage of this by punching and slicing the beast with his fists and sharp spider legs respectively. However, he noticed that he's barely doing any damage.

Getting more ballsy, Ultimate Spidermonkey grabs the blinded Beringel by it's leg and begun spinning in place. Once he's gotten enough momentum, Ultimate Spidermonkey then uses all his strength to toss away the Beringel into the sky.

Ruby used her eyes to follow where the Beringel is thrown and crashes down on: the same roof from the church she nearly fell into. She sees the creature crash down and through the roof, it's roaring slightly fading as it fell deeper.

As Ultimate Spidermonkey turns back to Spidermonkey then into Ben, Ruby approaches her best friend and hug each other once more as they both cheer for victory. However, their moment was short-lived when they hear an angry roar and see the Beringel burst through the church's doorway and, without even giving it's enemies the chance to react, grabs the heads of both Ben and Ruby and slams them into the ground before throwing them at the church he came from.

The force of Ben and Ruby going right through the church walls added with the multiple damages to the roof was enough to make the whole structure collapse on top of the two RWBBY members.

All that's left is just half of the bell tower with it's tattered brick roof and it's windows, including it's circular one at the very top.

The Beringel beats its chest and roars triumphantly. However, as it grunts, it senses something is off and turns toward the church. The front door is still broken and all is unusually quiet. It moves closer, grunting and sniffing.

Rose petals and black feathers drift down and out the open window. They float around the Beringel's head and it grunts and turns its head, watching them. Then it postures at the church and roars, unhappy. Through the open windows of the bell tower, it sees the stream of both petals and feathers as they rise and swirl.

The topmost window is an artistic circular design. Three concentric circles are encircled with outwardly extended beams that overlay with interwoven lines at the outermost circle's edge. There's just long enough for anyone to register the image before Ruby, Crescent Rose drawn, and Ben, with glowing fists engulfed with his Guardian, energy burst through the glass, with rose petals and black feathers behind them.

The Beringel stands upright and attempts to swat at Ruby, but Ben came first as he blocked it's attack with his energized knuckles. Crescent Rose lands on the ground and Ruby fires a shot to propel herself toward her opponent. She goes above its hand and lands on her feet, the two of them back to back. Ruby turns, hooks the scythe around its legs and pulls as she fires, using the recoil to give her blade more force to damage the Grimm. It rears and starts to fall forward, but Ben slides under it and, transferring his power to his feet, kicks the beast upward, making it boost into the air.

As both Ruby and Ben transform into two combined swirls of rose petals and black feathers around its body, lifting it further into the air, they reform into their normal forms right above it and sinks their weapons into the Beringel's body, the pointed end of Ruby's scythe and the head of Ben's energy sword, which resembles his master's blade, respectively, driving it toward the ground. The force of the descent allows the blades to pierce it. Once landed, Ruby and Ben in a victory stance on the Grimm's body, the girl's long, swirling cloak retreats back toward her and regains its usual size while the boy's watch that glowed with emerald light died down.

The Beringel lifts its head and roars at the two, but Ben drives his blade in further to silence it. "Do the honors." Ben offered to his best friend, who smirks in response.

Ruby cocks the rifle to slide the next Dust bullet into place and then finishes the creature off with a point-blank headshot. Its body jerks once and then dissolves around them as they slowly sink onto the street.

Ruby stabs the base of Crescent Rose into the ground and looks at Ben with a genuine smile. "When did you learn to create energy weapons and fight like Blake?" Ruby asks jokingly.

"Well, a lot can happen in a couple of months. Like the fact that I've been mastering Aura and my Semblance." Ben replied as he makes his Raven energy sword disappear.

Before Ruby could quip back, however, the two of them hear her scroll ring, prompting her to reach behind her for her Scroll. It slides open in her hand with two motions instead of the customary single one. Across the top it reads: BROADCASTING/RECEIVING. In the middle are profile pictures of Jaune Arc, Nora Valkyrie, and Lie Ren. Across the bottom it reads: LOCAL AREA ONLY.

Below each profile image is an icon of a circle containing the side view of an old technology handheld phone with ear and mouth piece and three rows of signal coming out of it.

"Ruby! We saw smoke!" Jaune says.

"Heading your way." Ren reassured.

"Don't start without us!" Nora lightened up the mood.

Ben can tell that Ruby was about to say that the two of them have met, but Ben instinctively puts a hand on Ruby's mouth, puts a finger up on his own before whispering, "Shhhh..."

Internally, Ruby wondered why Ben did that, but as his best friend, she has to respect his decision, so she nods at him, reassuring him that she won't tell. With that, Ben let's go of her as they both look up from Ruby's Scroll.

"You better hurry." Ruby says instead to JNR.

In front of the two, five Beowolves crawl and three Nevermores fly toward them. With the creatures still far away from them, Ruby took this time to ask Ben the most important question.

"Are you gonna come with us?" She asks, looking at, more worried now instead of her previous joy she showed.

However, just by looking at Ben's thousand yard stare was enough to tell Ruby his answer. "I would love to. Really, I do... But there's something I gotta do first." Ben replied.

Ruby, although reluctant since she really wants to catch up with Ben, nods in understanding. "Okay. Will I... see you again?" She asks.

Ben smiles as he hugs Ruby once more, with the Little Red Riding Hood girl hugging back. "You will. That's a promise." He replies as they let each other go. Ben, remembering what he wanted to do, reaches behind his pocket then takes out a circular badge with the Omnitrix symbol on it, handing it over to Ruby.

"What is it?" Ruby asks as she takes the badge.

"Scrolls don't work in far distances. You can communicate with me through the Omnitrix with this." Ben explained.

"Okay. I'll keep in touch." Ruby says as she puts the Omni Badge in her pocket. The two then share one last hug before going on their way, with Ruby putting Crescent Rose at the ready and runs toward the Grimm. Ben isn't too worried. He knows too well that Ruby can handle this. And besides, Jaune, Nora and Ren are about to come and back her up anyway.

As he watches Ruby dominate the creatures of Grimm, Ben taps at his Omnitrix, calling forth his Atlesian Tenn-Speed, his bike which, thanks to it's durability, survived the Alpha Beowolf's attack. Before he drives off, however, his Omnitrix beeps and Ben answers his call.

"Hi...Good evening."

"Hi... You weren't beside me anymore when I woke up. The little guy misses you...I do too. Is everything alright?"

"Yeah. I'm fine. I... found Ruby."

"... That's great news. I wish... I was there."

"Same here. If your dad or the General looks for me, tell them I... I'm on leave. And tell the two to meet me on the coordinates I'll give them."

"I will... Be careful, okay?"

"Where's the fun in that?"

"You are such a dolt... I love you..."

"I love you too."

With that, Ben ended the call as he rides his bike and drives away while the moon continues to shine down on the village, full were it not broken.

* * *

Weiss Schnee, wearing a blue, glittering mini-skirted dress with a sweetheart neckline on top of a white, tulle petticoat, a white ribbon tied at the waist, a long-sleeved blue shrug over the outfit, with the shrug itself slightly sheer and is fastened at the collar with a large sapphire broach that has three pendants dangling from it, dark blue platform heels, puts away her own Omni Badge and looks at the same moon through a window over her shoulder, before lowering her head to gaze down at the floor.

On the floor, Ship is comforting her by nuzzling his head on her feet. Weiss proceeds to pick the Galvanic Mecomorph pup and hugs him.

* * *

Blake Belladonna is now donning a large white coat and a black crop top, with rectangular and diamond shaped holes surrounding her neck, that exposes her midriff. She also wears a diagonal strap that contains a smaller magnetic clip used to sheathe Gambol Shroud. Additionally, she wears a white belt and pouch over dark, tight stretchy pants and thigh-high heeled boots.

She stares at the setting sun, standing on the edge of a dock on a large body of water.

"Belladonna..."

She turns and looks over her shoulder, unhappy, as she hears the voice of her companion, who looks like a man of her age, but seems to be wearing a black mask with red eye lenses. He's also wearing a black trenchcoat and red gloves with black fingers. On the back of his coat is the Greek symbol for Sigma.

"We have to go." Blake's partner suggested.

"...You sure about this, Sigma?" Blake asks as she completely turns around to face him.

"It's what we do: run. So are we gonna argue about this again or do you want the White Fang or Alpha get us?" Sigma, the being with Blake, pointed out.

Blake looks down in thought as the Rogue EVO stares at her, waiting for her answer.

* * *

Yang Xiao Long sits on a stump outside her home on Patch, looking at her left hand before lifting her head to gaze straight on.

"...Hero time..." She whispers to herself.

* * *

 **Welcome to Volume 4.**


	72. Volume 4 Opening

**It's me, Q again. This is what I had in mind for the opening in Volume 4. Play the music in the background and just imagine this in your head.**

 **A sneak peek of the first chapter will arrive soon.**

* * *

A ball made out of **red, white, black, green and yellow** colors floats among several Beowolves. A Beowolf swallows the ball, and each color scatters from the Beacon Tower into different parts of Remnant – red to Mistral, white to Atlas, black to Menagerie and yellow to Patch. However, green circles around Remnant instead of going anywhere.

The camera follows the red streak, which flies towards Mistral to reveal **Ruby Rose** standing in the woods. Ruby walks through the forest with her hood on before a gust of wind blows it off. She turns around to see the other members of Team RNJR stand behind her. **Jaune Arc, Nora Valkyrie and Lie Ren** join her as they begin walking together as a crow flies past them.

 **Qrow Branwen** is seen standing alone, until another crow flies by and **Ben Tennyson and Raven Branwen** joins him.

 **Weiss Schnee** reads a book in a library. She turns around to **Gwen Tennyson** carrying a tray and **Kevin Levin** entering the room with **Ship** on his shoulder. **Weiss' Father, Winter Schnee and James Ironwood** are seen standing together before the camera zooms into Weiss' Father's eye. A distressed Weiss falls to her knees as a glyph hovers behind her.

The background shatters, transitioning into the next scene, which is **Blake Belladonna and Sigma** standing on the bowsprit of a ship. Suddenly, **Sun Wukong** comes to hug Blake before **a large Faunus man** appears behind them, prompting the two to look at him in humorous fear before the big man shoves Sun aside to make room for another **girl Faunus**. However, the newly arrived girl Faunus stares at the rogue EVO, alone on the bowsprit. The camera zooms into Sigma's eyes, which is somehow reflecting a white skinned woman in it.

 **Yang and her father, Taiyang Xiao Long** , are seen training, but in his place Yang sees a happier version of herself with both of her arms. Yang falls into a black pit with **Adam Taurus** in the background. However, Yang wakes up and sees a hand on her shoulder, which belonged to Ben.

At Salem's lair, new villains are shown: **a well-built man who cracks his knuckles** , **a yellow eyed man with braided hair and earrings** , **a smiling mustachioed man** and finally **Salem** herself. However, behind her is **Cinder Fall and Alpha** , the former smiling like she has something planned.

A pack of Beowolves leap at the camera. Ruby and the man with braided hair are seen fighting, Adam lunges at Blake, but Ben appears in between them, stopping Adam, Weiss summons a giant glyph as she concentrates her power, and finally RNJR fights off a group of Grimm as the camera pans towards **Darkstar** , controlling the Grimm. Lastly, JNR with Gwen and Kevin are shown standing in the woods.

Team **RWBBY** stands together on a tundra.

 _ **RWBBYVerse: Volume 4**_


	73. Gwevin - The Original World - Sigma

**Here's a sneak peek and some background for Volume 4. Keep in mind that this is a sneak peek, so this isn't a complete version of the episode it came from.**

 **Enjoy.**

 **– Q**

* * *

Over the clear skies of the seas around Mistral, the famed emerald Concorde Jet-like vehicle called the Rust Bucket 3 flies over the open waters as it heads to it's designated location. Inside are two familiar yet different people. One is a girl with a red shirt paired with a black vest, gray pants, and black flats. Her orange hair is worn in a high ponytail. The other is a boy wearing a tight black T-shirt over a grey long sleeve shirt, blue pants, and black combat shoes. His hair is styled into a choppy mullet.

This is Gwen Tennyson and Kevin, albeit not the ones you would be familiar with.

Kevin is sitting on his pilot seat, flying the RB3 while eating what seems to be a blue pie-like cake in his hand, while Gwen is sitting on the observation seat on the side, looking over files on the side computers.

"Remind me again why you didn't just let me finish that teleporter." Kevin suddenly asks to Gwen.

"Kevin, we already discussed this in Atlas." Gwen replied as she switched the 'Fall of Beacon' file to the 'Sightings of the Famed Ben Tennyson' file.

"I mean come on. Look at the things we could do with one: Breaking into bad guy's headquarters, escaping from bad guy's traps, uhh... saving money on spaceship fuel." Kevin insisted as he takes another bite on his blue cake.

Gwen simply rolls her eyes as she works on the files, saying, "Kevin, we had this exact same conversation back in Zarkovia."

"Technically the originals were the ones who had the conversation. This is our first time talking about teleporters." Kevin joked but when he looks at Gwen with a smirk on his face, Gwen is staring at him with a frown. Kevin's smirk turned into a saddened frown and just goes back to flying. "Okay. I'll work on the teleporter after the war."

"There doesn't have to be a war, Kevin." Gwen replied, going back to the files.

"That's not what Paradox was implying." Kevin answered back, taking another bite.

Gwen sighs. Unfortunately, Kevin is right as the half Anodite rests her head on the table, thinking about the day she and Kevin were "made".

* * *

 _Months ago..._

"Kevin, can you pass me the rat's tail?" Gwen, wearing a lab coat, lab goggles and lab gloves, said to Kevin, who's working on his car from underneath. Gwen is currently working on a potion as a project for her class tomorrow in Friedkin University.

Gwen got no response from her boyfriend. Only the sounds of a wrench turning a screw underneath a car. The magician sighs as she fires a simple bolt of pink energy at Kevin's foot, prompting him to get shocked and ended up panicking a bit, accidentally hitting his head on his car.

"Ow! What was that for?!" Kevin asked as he slides underneath his car to face his girlfriend, but Gwen also didn't respond and simply used a mana string to grab the ingredient she needed and places it inside the beaker, which is currently full of multiple potions already.

"Hey, I'm sorry, okay? I'm also kinda busy." Kevin apologized to Gwen.

Gwen was silent for a moment as Kevin just stayed seated on his spot, leaning on his car's door. The tension combined with the silence was so much, it can basically cut through a 10000 page dictionary.

"...You think... Ben's gonna be alright?" Gwen asks Kevin as she turns off the Bunsen burner below her potion beaker.

As Zed, their pet alien dog, approaches Kevin, who pets her to comfort her silent cries of sorrow, Kevin replies, "He's been through a lot. But honestly, this is the worst he's gotten. Killing Vilgax once and for all is one thing... Destroying the Omnitrix and losing Kai in the process was... bigger."

"It is an unfortunate event, I admit. But this is not the Ben you should be concerned about."

Gwen and Kevin perk up as they see Professor Paradox cut from a corner of the room.

"Professor?!" Gwen asked, quite shocked to see him.

* * *

 _Present day in the Remnant..._

Sigma, still wearing his black coat to cover his (or at least what he claims to be) hideous body, narrows his completely red lenses, which is supposed to be his eyes, as his mouthless face stares at the sea below the boat he's on.

Despite his "creator's" claim that Sigma is a being completely made of nanites, like Alpha, he can somehow have nightmares. Just nightmares. He has never had a single good dream ever since he ran from Beacon.

And his nightmares almost always is about a woman with deathly pallor skin, covered with tortuous, deep red and purple veins that run up her arms and face. The sclerae of her eyes are jet black and her irises glow red. She has a black diamond-shaped marking in the center of her forehead.

Because of all this negativity building up inside him, however, sea Grimm are starting to get attracted to him.

And right on cue, a shark-like Grimm jumps out of the water, ready to maul Sigma. Unfortunately for the sea monster, however, Sigma simply looks at it and fires a beam of radiation from his eyes, incinerating it completely.

Two more shark Grimm jump out but both got destroyed almost immediately, with Sigma turning one of his hands into a drill and impaling one of them while blasting the other one with a huge blast of air from his palms.

"You punks wanna fight?! Then come on! I'm itching for a fight!" Sigma yelled as overloads the Grimm impaled on his drill hand with electricity, blowing it up into a bloody explosion. When Sigma's done, he changes his both hands into drills as more Grimm jump at him. He also jumps at them as they all end up in the water.

The commotion was enough to get Blake and the others to come out of the boat and see what's happening.

"Can you tell your friend to calm down?" Sun asked from Blake.

Blake simply sighs. "He's always this angry." Blake replies.

* * *

 **Coming soon...**


	74. The Calm Before The Storm

**Darkness is falling. The Grim Reaper's coming.**

 **– Anonymous**

* * *

Beowolves rise from their disgusting black pools of ooze as the red and purple wasteland they're in remains as quiet as a breeze while the shattered moon shines over the land.

On a window, watching this disgusting display is Emerald and Mercury. While the thief has her hand over her mouth, the assassin has his mouth show slight disgust at the scene.

Their attentions were called back, however, when someone snaps their fingers, prompting the two to stop looking out the window and go beside who called them.

It was actually Cinder. Except now, she looks different. She wears a black mask over her left eye, and has scars that extends into a slight x-shape over the bridge of her nose. She wears a long, dark red dress with one long, wide sleeve hiding her left arm. The edges of the collar and the opening for the right arm are gold-colored, and the upper chest and left sleeve are decorated with golden designs.

The right side of her dress is open from the hip down with two gold-colored straps made up of interwoven ropes connecting the front half to the back half across her thigh. Under the dress, she appears to wear black pantyhose. On the right hip, the dress has a black rhombus-shaped gem set in gold-colored metal of the same shape, with feathers of varying shades of blue extending from the bottom of it. On her right arm, she wears a long, gray glove, the top of which has a gold-colored metal ring with curvy branching extensions going up her arm. Her right ear has a new, ring-shaped earring higher up than the dangling black gem earring.

She, Emerald and Mercury are in a large windowed room, at the center of which is a long purple, crystal table. Three other people are with them, sitting at the table with seven chairs.

One is a man with short black and gray hair. He also has a mustache and green eyes. He wears a dark blue overcoat with yellow linings, with a yellow-buttoned black undercoat, yellow blouse, a black necktie and brown fingerless gloves.

Next is a pale man with a brown braided ponytail and gold eyes. He wears a white sleeveless jacket with leather belts strapped to it along with white pants. His jacket is left open, exposing his bare chest, which is criss-crossed with prominent scars. His arms are covered with purple bandages and leather vambraces. He also wears leather boots covering his entire shin with knee guards.

Lastly is a muscular man with brown short hair, a beard and hazel eyes. He wears a gray and brown coat with yellow buttons and linings on it, and a large belt. His arms are hairy and appear to have some scars on both arms near his sleeves. He also wears brown boots and black pants.

These three are Dr. Watts, Tyrian and Hazel respectively.

"Yes, yes, keep your... 'posse' in check." Watts taunted both Cinder and her group. This made Mercury's blood boil and almost made a move, but Emerald holds him back. This amused Watts more as he smirks under his mustache and noticed that Cinder has her eyes closed, arms crossed and lips shut, prompting him to say, "Hear that? Silence. I've half a mind to thank the little girl that bested you."

"If I were you, I'd hunt her down..." Tyrian snickered. "Find her and, well, she took your eye, didn't she?" He added and cackled like the mad man he is. Cinder remains quiet for a bit, her eyes still closed.

Watts can't help but notice that their criticism for her doesn't seem to be working. Something isn't right? "Not going to speak or talk ba–"

"That because her way to make speeches is badly damaged."

Everyone in the room except Cinder jump a little when they hear a voice and suddenly see Darkstar, aka Michael Morningstar.

"Michael... You're late." Watts commented after he and the others recover from their shock of his Darkstar's sudden appearance. "Just because you returned to this... circle, that does not mean you have to be so casual of our schedule."

"Forgive me, Dr. Watts. I was busy... tending to Lady Salem that I lost my sense of time." Darkstar replied as he puts his hands behind him, walking towards his seat beside Watts. Once he sat down, Darkstar clasps his hands together as he looks at Cinder through his helmet. "Being trapped in Ledgerdomain for months nearly drove me insane. Fortunately, I escaped and Lady Salem offered me a chance to be part of the circle again."

"Then maybe next time, you shouldn't just abandon us to handle your own business like that!" Tyrian mocked Michael.

"May I remind you that I am still considered by Lady Salem as the second strongest in our group, Tyrian?" Darkstar mocked Tyrian back as his dark Aura glows.

"That remains to be seen, Morningstar!" Tyrian replies with a smirk on his face. He looked like he was about to laugh again...

"Somnus." Darkstar merely whispered and Tyrian suddenly fell asleep on his chair, landing his head on the table. Hazel looks at Darkstar for a bit before going back to his unimpressed state, Watts rubs his chin as he looks at the sleeping Tyrian, Emerald and Mercury look at each other, remembering that Darkstar can do magic, and Cinder still has her eyes closed... but she smirks a little.

"Hmmm... I'm curious as to how you are able to escape this... Ledgerdomain." Hazel asked Darkstar.

"Well, simple really. I had.." Darkstar says as he turns his gaze back to Cinder. "...a large amount of help." He added and snaps his fingers, causing Tyrian to awaken from the sleeping spell. Once awake, he growls angrily at Darkstar.

Watts was even more skeptical as he raises a brow at Darkstar, asking quite a bit angrily, "That's hardly an answer. Would care explaining, you little–"

Before he could finish his sentence however, there is a sound of a heavy metal door being unlatched. Everyone turns their heads to giant doorway nearby and, as The doors open, everyone stands just as Salem enters. She glides alongside the table with soft footsteps before reaching the head of it, jewels jangling from her hair. Salem stops, facing away from them and toward a candle and crystal display.

The room was eerily silent as everyone except Cinder and Darkstar seem to be afraid of the newcomer.

" **Watts.** "

Dr. Watts himself is surprised as his full attention turns to Salem. As Salem turns to face the doctor, she asks him sternly, and quite scarily, " **Do you find such malignance necessary?** "

Just as their leader waves to gesture them to sit back down, Watts replies while his co-workers all sit down, "I apologize, ma'am. I'm not particularly fond of failure."

Watts and Salem sit simultaneously, with Salem's chair being different than the other's bone chairs. Hers is a dark purple stump with multiple purple crystal spikes to lean on and they seem to glow ominously in this dark room.

" **Then I see no reason for your cruelty towards young Cinder. She's become our Fall Maiden, destroyed Beacon Tower, and most importantly, killed dear Ozpin. So I'm curious, to what failures are you referring?** " Salem asks Dr. Watts as she pointed out important factors.

For a moment, Watts looked like he hesitated to answer but, after thinking about it for a bit, he answers, "Well, the girl with the Silver Eyes."

"Yes." Hazel adds as he opens his eyes while his arms remain crossed. "We've dealt with their kind before. How is it a novice was able to best one of us?"

Watts nods as he also crosses his arms in disappointment rather than the boredom Hazel is showing. "My thoughts exactly. Even without her new power, it should have been effortless." He says.

" **It is because of the Maiden's power.** " Salem interrupts the evil genius. " **Make no mistake, Cinder, you hold the key to our victory. But your newfound strength brings with it a crippling weakness. Which is why you will remain by my side as we continue your treatment.** "

Cinder, surprisingly considering her state, simply nods as her eye remains closed and her arms, crossed. Emerald looks at her in sympathy at first but now, she seemed confused at her master's new attitude.

" **Dr. Watts, you are to take Cinder's place and meet with our informant in Mistral.** " Salem orders Watts, who nods in agreement.

"Very good." Dr. Watts replies.

" **Tyrian, I want you to continue your hunt for the Spring Maiden.** " Salem ordered the madman Tyrian next.

Tyrian laughs giddily and says, "Gladly."

" **And Hazel,** " Salem turns to Hazel this time, who finally opens his eyes to look at his boss." **I'm sending you to the leader of the White Fang. Adam Taurus has arranged the meeting. The boy continues to prove loyal. Ensure that Sienna Khan feels the same.** "

"As you wish." Hazel answers as he nods.

"Madame. I have a question." Darkstar interrupted everyone as he looks at their leader from underneath his helmet.

As Salem nods and looks at Darkstar, she obliges," **Speak, Michael.** "

"What about the girl?" Darkstar asks the important question as Cinder opens her eye finally to look at Michael.

Watts scoffs hysterically as he mocks Michael and Cinder, saying, "What about her? Seems to me that this is Cinder's problem, not ours."

Cinder, surprising Watts, didn't do anything. Not even slam the table or get angry at him. She just remains quiet as she closes her eyes again.

" **That's enough. Michael.** "

"Yes, milady?" Darkstar asks.

" **Since you suggested it... Find the girl that did this to Cinder.** **And bring her to me.** "

Tyrian groans disappointedly at Salem's suggestion of what Darkstar should do, as he pouts for a second, then looks at Darkstar with an acquiescent shrug. "Good luck, bucket head." He taunted Michael, who scoffs in response.

" **Because of your efforts, Beacon has fallen. And Haven will be next.** " Salem announces to everyone as they all rise.

Tyrian snickers at Cinder and points to his left eye. As he laughs wickedly, he taunts her, "Eye for an eye."

Tyrian then goes into an uncontrollable fit of manic laughter, while Cinder ignores him.

* * *

Ben suddenly awakens from his sleep as he sits up inside his tent. For some reason, he felt a chill down his spine that woke him up from his dream.

He shook his head as he puts on his green jacket, the Schnee emblem still on it's back as he gets up and exits his tent, meeting his parked motorcycle outside of it.

He does a couple of stretches for a bit before he finally packs up his tent, puts out his already dying campfire and sit down on his bike. Before he wants to head out, he activates his Omnitrix and opens up a holographic map of Remnant. On the map are multiple red dots blinking and beeping. These indicate the active badges he made that can only contact the Omnitrix since scrolls still can't make long distance calls after the Beacon tower fell.

There's one red dot on Atlas, one that heading to Mistral, two dots heading to his current location and for some reason, there's also one in the middle of the ocean that seems to be heading to Menagerie.

"That's weird. I know I made a couple of Omni badges, but I only gave out four so far. Why is there another active one? And why is it in the middle of the ocean?" Ben asked himself, rubbing his chin in deep thought.

However, his aura warned him of a nearby presence. He shifts to the left as he felt that there's someone behind him, watching him underneath the bushes. He's counting on the fact that whoever's watching him doesn't know that Ben is already aware of their location, so he pretends to not know as he continues examining his map.

Underneath the bushes, whoever is watching Ben narrows their eyes...

...and disappear in a small flash of light that's not very noticeable.

* * *

Over the clear skies of the seas around Mistral, the famed emerald Concorde Jet-like vehicle called the Rust Bucket 3 flies over the open waters as it heads to it's designated location. Inside are two familiar yet different people. One is a girl with a red shirt paired with a black vest, gray pants, and black flats. Her orange hair is worn in a high ponytail. The other is a boy wearing a tight black T-shirt over a grey long sleeve shirt, blue pants, and black combat shoes. His hair is styled into a choppy mullet.

This is Gwen Tennyson and Kevin Levin, albeit not the ones you would be familiar with.

Kevin is sitting on his pilot seat, flying the RB3 while eating what seems to be a blue pie-like cake in his hand, while Gwen is sitting on the observation seat on the side, looking over files on the side computers.

"Remind me again why you didn't just let me finish that teleporter." Kevin suddenly asks to Gwen.

"Kevin, we already discussed this in Atlas." Gwen replied as she switched the 'Fall of Beacon' file to the 'Sightings of the Famed Ben Tennyson' file.

"I mean come on. Look at the things we could do with one: Breaking into bad guy's headquarters, escaping from bad guy's traps, uhh... saving money on spaceship fuel." Kevin insisted as he takes another bite on his blue cake.

Gwen simply rolls her eyes as she works on the files, saying, "Kevin, we had this exact same conversation back in Zarkovia."

"Technically the originals were the ones who had the conversation. This is our first time talking about teleporters." Kevin joked but when he looks at Gwen with a smirk on his face, Gwen is staring at him with a frown. Kevin's smirk turned into a saddened frown and just goes back to flying. "Okay. I'll work on the teleporter after the war."

"There doesn't have to be a war, Kevin." Gwen replied, going back to the files.

"That's not what Paradox was implying." Kevin answered back, taking another bite.

Gwen sighs. Unfortunately, Kevin is right as the half Anodite rests her head on the table, thinking about the day she and Kevin were "made". However, the moment she attempts to remember, she is interrupted when she hears Kevin chewing his cake loudly.

"Kevin, mind your manners." Gwen angrily ordered Kevin as she crosses her arms at him.

Kevin shrugs in response as he pops the last piece of his cake into his mouth. "Sorry. It's a good cake." He apologized as he reaches for a box he placed near his console and takes out another blue cake.

Gwen opened her mouth to complain once more until she finally noticed what Kevin has been eating the whole time, asking him instead, "Are those... Fleen Cakes?"

"Yeah. Whole box of them. They never spoil or rot and can last for years. The original had been saving a whole box and it got cloned in the process of making us." Kevin explained.

"You never told me you had a whole box of Fleen Cake those months we've been here in Remnant!" Gwen complained, feeling robbed of such a delicious dessert.

"Well, if it makes you feel better, I never touched these till now." Kevin admitted.

As the RB3 flies off, the cockpit remains quiet for a whole 10 seconds as the couple stare at each other. The silence was eventually broken when Gwen sighs and replies, "Just give me one..."

* * *

When Ben finally felt like the presence disappeared, he felt relieved and continued analyzing his map in peace.

But he was immediately interrupted when the next thing he hears is–

"Dodge."

"What?" Ben asks as he turns around, only to have his face meet a fist; a punch sends him flying into a tree as Ben screams comically. As he crashes on the tree, and proceeds to slide down from it, the one who punched him sighs.

Still wearing her signature look, Raven Branwen shakes her head in disappointment. "I taught you not to let your guard down, how to dodge and how to recover in mid air. You did none of those things..." Raven comments as she crosses her arms while Ben stands back up, albeit slightly dazed.

"Sorry, Sensei..." Ben apologized as he hold his head, shaking it from the pain he got from the punch and the crash on the tree.

"Since you're on this road, I assume you're headed to Patch." Raven says.

The moment became silent as the wind blows, making Raven's hair sway. Ben's pain disappeared completely when Raven said those words. He simply looks down at the ground as he breaths in and out, finally responding, "I... won't face her yet because... I know we're both not ready... but I'm going to drop off a gift."

"I see..." Raven responds. "...Once you're done, come with me. I need to show you something." Raven adds as he takes out her blade and swings it, creating the familiar red portal. Before Ben could say anything else, Raven enters the portal and closes once she's on the other side.

Because of Raven's theatrical exit, Ben sighs, a bit annoyed as he asks himself, "How will I even come with her if I don't know how to reach her."

* * *

Meanwhile, in different forest somewhere near Mistral, Nora and Ren walk towards a specific location. And they look different than before.

While Nora retains her gloves and white top, the heart cut-out on the top now has a diagonal cut through it. Over the shirt she wears a zippered blue-black bomber jacket with a damaged print of her emblem visible on the back and pink stripes along the sleeves. The pink bands of the jacket tighten on her upper arms. Her skirt is slightly longer with pleats that create some flair and two wide belt loops at the waist for her matching belt. She wears knee-high pink socks just visible above her calf-length boots, which are white with pink laces.

Ren, on the other hand, wears his hair down and it has grown to hip-length. His attire is similar to before in color. He has a longer, sleeveless tailcoat. Under it he wears a black, sleeveless turtleneck with red, tasseled ropes over the hips, shorter pants, and calf-high open-toed sandals. From his middle finger to his biceps run gradient pink-to-black detached sleeves ending in metal armbands.

"I'm just saying..." Nora says as she and her friend walk. "there's more members of JNPR in this team than RWBY. It just makes sense to go with that one."

"But JNRR isn't a color..." Ren pointed out, scratching his head in a bit of a frustration.

As they finally near their leader, Jaune, who is still wearing his old armor, Nora is also getting frustrated as she tries to explain the team name to Ren. "How can I be me clear?! J, N and R. That's three. That's more than one other R!" Nora explained.

"But we're helping Ruby with her objective." Ren also tried to explain. "RNJR, with Ruby's R at the start. Wouldn't that make her the leader?"

"Guys."

The Flower Power duo both turn to look at their crouched leader, Jaune, as he looks over a fallen tree trunk he's using as cover. "We need to focus." He orders them. He was silent for a bit as if he was thinking of something, and eventually adds, "Also JNRR's way cooler."

"Exactly!" Nora protested as she puts her hands on her hips and looks at Ren demandingly. Ren tried to talk but could only groan as he is tired of this debate.

That's when a rumble happens, catching everyone's attention. Jaune narrows his eyes as he knew the source of the sound and vibration.

"It's here."

* * *

 **To be continued...**


	75. The Bigger They Are

**It's me, Q, again. For those concerned of Jade's well-being, she's fine. She just got back from Japan but has recently been staying away from the internet since she's spending a lot more time with her kids. I hope you guys understand.**

 **I'll be the first to admit that I can never replace her. I'm just here to write for her for a whole volume. She'll handle the rest after this.**

 **With that said, enjoy.**

* * *

 **If you endeavor to achieve, it will happen given enough resolve. It may not be immediate, and often your greater dreams are something you will not achieve within your own lifetime. The effort you put forth to anything transcends yourself, for there is no futility even in death.**

 **– Monty Oum**

* * *

 _Previously on RWBBY..._

I'm just saying..." Nora says as she and her friend walk. "there's more members of JNPR in this team than RWBY. It just makes sense to go with that one."

"But JNRR isn't a color..." Ren pointed out, scratching his head in a bit of a frustration.

As they finally near their leader, Jaune, who is still wearing his old armor, Nora is also getting frustrated as she tries to explain the team name to Ren. "How can I be me clear?! J, N and R. That's three. That's more than one other R!" Nora explained.

"But we're helping Ruby with her objective." Ren also tried to explain. "RNJR, with Ruby's R at the start. Wouldn't that make her the leader?"

"Guys."

The Flower Power duo both turn to look at their crouched leader, Jaune, as he looks over a fallen tree trunk he's using as cover. "We need to focus." He orders them. He was silent for a bit as if he was thinking of something, and eventually adds, "Also JNRR's way cooler."

"Exactly!" Nora protested as she puts her hands on her hips and looks at Ren demandingly. Ren tried to talk but could only groan as he is tired of this debate.

That's when a rumble happens, catching everyone's attention. Jaune narrows his eyes as he knew the source of the sound and vibration.

"It's here."

* * *

"Petra Gigas."

"Huh?" Kevin asks, turning from his chair after activating auto pilot on the RB3.

"Oh. I'm studying the Grimm on the Atlas database. Theres a Grimm out there called a Geist and it can posses inanimate objects, turning them into it's body." Gwen explains as a hologram of a Grimm is being projected from the console she's working on.

The Grimm is covered in bonelike spines with long, skeleton-like forearms and sharp fingernails. Due to its ghostly appearance, it lacks a lower body, instead floating through the air while leaving behind a black smoke trail. Its face consists of Grimm markings on a bone plate with a single eye.

"So it's like me on super steroids? And that thing kinda looks like Ghostfreak." Kevin joked as he examines the holographic creature in front of him.

"Petra Gigas is it's name when it takes possession of rocks. Petra Gigas is Greek for Stone Giant." Gwen explained more, ignoring Kevin's terrible joke.

Kevin, disappointed that Gwen didn't acknowledge his joke, just leans back on his chair and puts his arms behind his head. "That looks like something we can take down. Maybe like I absorb Taydenite while Ben holds it down with Gravattack and you throw me and I drill through it." Kevin assumed, rubbing his chin with his left hand as he imagines the scene in his head.

"Assuming it doesn't take possession of you. Since you can absorb material, it can take possession of your armor and remove you from its shell. Then we'll have a walking, indestructible monster covered in Taydenite, the hardest mineral in our universe." Gwen pointed out.

"True. We could always just send it into a black hole or something. Maybe Gravattack can make on–" Kevin attempted to joke again but froze when he saw the look on Gwen's face: angry and annoyed at the same time. "Nevermind. Got any other interesting Grimm in that database?" Kevin asks so they can move on with the topic.

"Well, there's the–"

* * *

"–HYDRA!"

Ben, after finding a shipyard with a ship that's headed to Patch, heard from civilians on the same shipyard as a 90 feet tall, three headed, draconic Grimm emerges from the water and roars as civilians flee in terror. Ben, however, only seemed disappointed instead of being afraid because the captain of the boat he payed for ran with the civilians as the Hydra finally steps on land.

"I hate Mondays..." Ben said as he proceeds to create energy swords and readied himself for a fight. But before he could engage it, a loud whooshing noise exploded behind him, prompting him to turn around and see his master, Raven, come out from a portal she made.

As the crimson portal closes behind her, she asks her student/son, "Do you require my aid? This Hydra is a powerful one."

"No no. I-I got this, sensei." Ben excused. He really wants to show his master how much he's grown these past few months. Before his sensei could do or say anything else to stop Ben, he immediately runs towards the three headed beast and, once got close enough, boosts his legs with his Aura and jumps so high, he's now at head level with the Hydra.

Before the beast could even react, Ben spins and lunges at the Hydra, looking like a spinning razor heading for it's target. In one fell swoop, Ben's razor spin move slices the Hydra's three necks clean. Ben lands on the ground dramatically as the Hydra's severed heads disintegrate in mid air and it's body falls down, dead, behind him.

Ben then stops his dramatic pose as he turns around to look at his work. "Should've kept your head in the game." Ben punned as Raven groans at his terrible joke... and the fact that Ben's not done yet.

To Ben's surprise, the headless Hydra suddenly starts getting back up and it immediately, and quite disgustingly as it kept spewing out red liquid while it does so, grew back six heads, two heads growing from one stump each!

Ben could only stare at the creature as it stares back at it, all with it's 12 eyes. "Definitely... not good." Ben complains as the two of the Hydra's heads lunge at Ben, causing him to jump and dodge roll out of the way. The two heads accidentally bite each other in the process but two more attempt to eat Ben, forcing him to create an energy shield block the teeth of both dragon heads. He looks back at his sensei, sweating in the heat of battle and embarrassment in front of Raven. "Ummm... a little help, ma'am?" He asked as his shield begins cracking.

"You said you wanted to do this without me." Raven sassed at Ben as she crosses her arms and smirks under her Grimm mask. "Now who's being indecisive?" She pointed out.

Ben sweat drops at Raven's response as his shield began breaking slowly as the four other heads perk up and stare at Ben hungrily.

"I hope Ruby and the others are doing better. Could really use some of their good strategies..." Ben jinxed his friends.

* * *

Meanwhile, Ruby flies backwards from a bunch of trees, firing Crescent Rose in the direction she came from. And whatever she's firing at reveals itself. A collection of floating boulders with a Grimm mask moves the trees aside, clearly chasing her. It's the Geist in it's Petra Gigas form. As if the universe connected Ben's jinx with Ruby, Ruby falls, crashing against tree limbs along the way, saying each time she hits a branch, "Bad… landing… strategy!"

After that little scuffle, Ruby finally lands her feet on a big tree branch strong enough to hold her weight. However, her little recovery was short lived as the Petra Gigas swipes it's boulder arms at the trees Ruby is hiding behind, forcing her to use her Semblance to fly out of the way.

Jaune, Nora and Ren arrive just in time to see Ruby fight the creature, so Jaune orders his team, "Let's get that thing off her." As he runs ahead, Ren jumps from tree to tree to reach a much higher branch to analyze the situation.

Upon seeing her friend scoping out the place from above, she responds by shouting, "Don't forget me!" She then tosses all logic out the window as she aims her grenade launcher on the ground below her and pulls the trigger, a small explosion propelling her upward like a rocket jump, and afterwards, landing on a tree branch next to Ren's.

"We need to draw it's attention away from Ruby!" Ren says just as a swirl of red roses swift past them, forming into Ruby in front of the Petra Gigas.

"Could use some help!" Ruby yells as she kept firing her rifle at the rock monster, but it merely ignores her attacks like a tornado being thrown pebbles at it. Instead, it retaliates and smacks Ruby away with it's right rocky fist.

As Ruby can hear Nora firing her grenade launcher, the redhead crashes on the ground, landing on her back. "We're gonna need bigger guns..." Ruby mutters to herself as she rubs her head in pain. However, because of her dazed state, she fails to notice that, while Ren was firing at the Petra Gigas and had to dodge an attack from it, the fist of the Grimm ended up sending a huge chunk of the tree Ren jumped off of towards Ruby.

Once Ruby saw them coming, they were already too close, forcing her to close her eyes and cross her arms in front of her in an attempt to block them.

But before the tree chunks hit Ruby, they suddenly break and shatter in mid air and split, completely missing Ruby in between. Ruby was still expecting the chunks to hit her so her eyes are closed, completely missing who just saved her as the person lands in front of her.

Her savior seems to be girl because of her chest. She's wearing a yellow motorcycle helmet, covering her entire head. Part of her helmet are yellow headphones with fake cat ears on them. She has an white suit and astronaut pants, yellow gauntlets that look familiar, orange boots. And for some reason, she had a small, yellow hourglass symbol sticker on the side of her helmet.

The most noticeable parts of her look, however, are the orange scarf wrapped around her neck, as two long, loose parts of the scarf float majestically as the air keeps it afloat, and the word "Spanner" on the back of her suit.

"Spanner", assuming that's her name, turns her head a little to look at a glimpse of Ruby, who keeps her eye shut and her arms crossed. Just as soon as she sees Ruby finally noticing that the tree chunks didn't hit her and starts to open her eyes, "Spanner" looks away and disappears in a flash of emerald light.

Ruby has her eyes finally opened and just looks around her, noticing the tree chunks are now just bits and pieces scattered on both sides of where she's sitting.

"What just happened?" Ruby asked herself, but her attention was immediately grabbed when she hears Ren shouting about his blades not working on the stone giant. Agreeing to herself that this is a question for another time, she uses her Semblance to zoom in and join her team.

* * *

"Maybe you should stop with the beheading, Benjamin..." Raven pointed out as her arms are crossed and her eyes staring at her student.

Her student himself is just staring at the Hydra, now possessing twelve heads as the six heads that Ben sliced off earlier start to disintegrate. "Maybe I should've seen this coming..." Ben whispers to himself.

Ben's problems got even further when all 12 Hydra heads beginning emitting small orbs of energy from their mouth that all begin to grow larger and larger, hinting on a big energy blast.

However, before Ben could even have his hand on the Omnitrix to counter the incoming attack, two missiles hit the Hydra, blowing up four of it's heads. "Oh come on! Who did that?!" Ben complained, yelling out loudly.

When he turns to look at Raven, his master merely points up the sky above Ben, causing him to look at that exact direction. Once he did, he sees the majestic jet of the Alien Force: the Rust Bucket 3.

"Got your back, Tennyson." Kevin announced from the speakers of the ship as Gwen drops down from the hatch, joining her cousin.

"You guys just made it worse!" Ben yelled.

"I tried to warn him." Gwen replies, shrugging.

Just as she says that, the four stumps where the Hydra's other heads used to be grew back eight more heads, giving it sixteen, overall.

"Oh. That's what you meant..." Kevin says from the speakers.

As the sixteen headed Hydra roars, Gwen clasps her hands together as it gathers energy. Running in to get closer, she yells out, "Interdamoto Laborator!" and fires a beam of fire from both hands, burning the heads to distract them.

Kevin, still in the ship, presses both auto pilot and auto fire then runs to the hatch. On the way, he slides his hand on the walls of the ship, absorbing the metal and coating himself in it.

As the Tennyson cousin's kept blasting at the Hydra, with Gwen using mana bolts and Ben, now transformed into Swampfire, with fireballs, metal coated Kevin drops from his ship and runs at the beast while yelling, "Heads up, lizard breath!" After taunting the Grimm, he jumps at one of it's heads and morphed both of his hands into metal maces and started smacking it. Unfortunately, though it hurt the creature, it started making that specific head to flail around, causing Kevin to loose balance and forced to morph his right hand into a scythe and plunge his blade into the beast to keep himself on it.

As two other heads try to get Kevin off the head he's on, Gwen creates a mana dome around her as four heads attempt to take a bite on her. Meanwhile, Swampfire punches one of the heads coming at him and blasts another with a stream of fire. When the three more head towards him, he kept chucking fireballs at them, but one of the heads managed to dodge the ones thrown at it and rams it's horned head at Swampfire, sending him flying towards Raven, who was unimpressed and watching the whole time.

Before the Methanosian could hit the masked lady, Raven raises her left foot up to her head's level and does an axe kick at Swampfire, making him crash on the ground in front of her, creating huge cracks on the concrete that his green back landed on.

"Thanks, sensei..." Swampfire sarcastically replied and groans in pain. Healing factor or not, Swampfire still feels pain through blunt force.

"Get back up and defeat it. I didn't train you to be this weak." Raven scolded her student as she has her foot remain on top of Swampfire's chest.

"But how do we beat something that just keeps growing more heads?" Swampfire asks as he tries his best to look back at the Hydra that just broke through Gwen's mana dome, forcing her to attack it with the spell Kemo Char to blast it with more energy blasts. Meanwhile, Kevin finally lost his grip on the Hydra's head as he drops on the ground with his feet. He is then forced to morph both hands into two metal mallets and smack away two of the Hydra's heads.

"That's easy." Raven says, getting back Swampfire's attention. "You don't aim for it's heads. The heads themselves are many... but share the same body." Raven pointed out as she looks down to look at Swampfire eye to eye.

Swampfire's eyes go wide at Raven's words at first, realizing she's right, then his expression turned into a cocky smirk as he slaps the Omnitrix symbol on his chest, engulfing him in bright, green light.

* * *

After Ruby joins her team, RNJR, or JNRR or whatever, could only stare as the terrifying golem Grimm stands upright, undamaged from everything the team has done to it so far.

Nora just says what everyone is thinking right now: "Crap!"

"None of that works, huh?" Ruby whispers to herself but then proudly yells, "How about this?!"

She loads a magazine with an image of a lightning bolt on its side into Crescent Rose, turns into another swirl of roses to appear in front of the Petra Gigas and fires. Electric bolts encase one of the Grimm's arms but they quickly disappear, proving that Ruby's attack meant nothing as she lands back on the ground. The red lines on the arm glow brighter, and the Grimm slams it into the ground. All are sent flying backward, but Ren, Nora, who has her arm wrapped around Ren's waist, and Ruby manage to land on their feet. Jaune, unfortunately, tumbles along the ground painfully until he hits a boulder between his legs and falls forward, whimpering in pain.

As he remains on the ground, holding his pained crotch between his legs, he whispers to himself, mockingly mimicking what Ruby told him earlier today, "You'll be fine without a weapon. You're the strategist." With those words, he just took his time to recover while on the ground.

While their "strategist" whimpers on the ground, Ruby, Nora and Ren stare at the unharmed golem once more, but Nora has had enough as she yells, "THAT'S IT!" Charging in like an enraged warrior, Nora runs at the creature as she throws her grenade launcher into the air as it transforms mid flight, eventually landing on Nora's hands in it's hammer form.

As she jumps at it, ready to break it, she yells out her infamous battle cry. "NORA SMASH!" she screams and smacks her hammer at it's right rock arm, breaking it apart and making the Petra Gigas stumble a little backwards. However, just as Nora lands on her feet, the chunks of rocks that made up his now missing arm come down from the air and the beast smacks them back towards Nora and the others. Fortunately, Ruby gets in between the hammer wielding ginger and the rocks as the redhead knocks them away Nora.

Just as Ren jumps up to dodge the other small boulders coming at them, Jaune recovers and stands up, doing a couple of stretches. Unfortunately, it wasn't a time for those as the other rocks are headed right for him, forcing him to jump and dodge comically, at point he had to do an air split to dodge a rock that almost hit his legs.

After the intense moment he had, he yells out to his team, "Hey! Be carefu–"

Unfortunately, he got interrupted when a rock the size of his head hit his face, knocking him onto a hollow tree and forcing him down to a crouch.

As the two ladies and Ren attack the golem from all sides while still dodging, the Petra Gigas mighy had enough as even with only one eye and no mouth, it looks visibly angry as it creates a red glyph on where it's right arm used to be. Just as Jaune looks up to look at it, out from the glyph on it's right side pops out a giant, black, skeletal arm with clawed fingertips on it's hand. Jaune starts backing up once he sees that the Petra Gigas is making it's skeletal fingers twitch and inserts it's whole arm into the hollow tree Jaune was knocked into earlier. Now that the creature made the tree a part of it, it pulls it up from ground, separating the root's connection to it, and starts flailing its new arm at Jaune, who begins to run away in terror.

"His arm is a tree! HIS ARM IS A TREE!" The blonde knight started yelling in panic as he barely dodges the tree arm the golem is flailing at him.

"Big mistake!" Ruby proudly yells, however, as she thenspins Crescent Rose and loads another magazine into it - this one with imagery of fire on its side. Once she loads the ammunition into her weapon, she spin it's once more, the blade on the ground as she aims at the wooden arm of the golem, Ruby looking through the scope of her rifle. Once she knows she has a clear shot, Ruby fires her flame bullet at it, with the projectile spinning like a drill as it heads to it's target and eventually hits it, forcing the creature to reel backwards as it hides its wooden arm in what seems to be pain.

Jaune fist pumps after he stopped running and look back at the stone giant. However, the Petra Gigas turns back to Jaune, revealing it's tree arm, now on fire and more dangerous. Just the mere sight of it made Jaune's eyes widen and hold his head in terror as he yells, echoing Ruby's words, "BIG MISTAKE!" Like before, he just ran as the fiery tree arm almost hits him.

Fortunately, not only does it keeps missing it's fiery hits, a spinning Stormflower manages to cut a part of the Petra Gigas' mask, causing it to fumble and fall on ground.

The Stormflower gun then boomerangs back to it's owner, Ren, who catches the pistol in his left hand as he and the others gather together, looking at the downed Petra Gigas.

The team then began discussing their strategy for this battle, with Jaune doing most of the thinking.

"Okay, how do we do this?" Jaune asked himself but is loud enough for the others to hear.

"His body is too thick to break through." Ren pointed out.

Jaune, who remembers what Nora did to it's arm earlier, however, replies, "It doesn't care about its body."

"Plus it can keep grabbing new limbs!" Nora also points out.

"But it keeps protecting its face." Jaune noticed, after seeing how damaging the golem's face caused it to stumble unlike how it reacted to loosing it's arm.

"We can't break it!" Ruby adds, even though what she says has already been established.

"Ugh, if we knocked all of its limbs off at once and went for the…" Jaune analyzed. Once he finally figured out what to do, his eyes light up as he faces his team. "Guys, I got it! We hit it... Harder!" He announced...

...and only got confused looks from his team, especially Ren.

* * *

"Gir Igi-Nu!" Gwen yelled out another spell as both of her hands emit bright, white lights, repelling the Hydra heads away from her as Kevin's behind her, on a knee on the ground as his metal armor has a couple of dents on it.

"I don't think bright light's gonna stop it, Gwen." Kevin jokingly but also seriously pointed out as he takes out his Omni badge and taps on it, ordering the RB3 to fire it's laser guns at the beast, which barely does anything to it's tough hide.

"It's enough to push it back." Gwen corrects Kevin as she makes her spell brighter. Unfortunately, the Hydra learns and instead of attacking head on, literally, it's starts charging up it's energy bombs in it's many mouths.

Kevin and Gwen can clearly see the beast gathering energy, which Kevin takes advantage of and corrects Gwen as well, saying, "Can it stop that?!"

That's when it fire it's sixteen energy beams, all combining into one large beam headed straight for the two. Gwen quickly stopped her spell and attempted to make a mana shield, but fortunately for them, Feedback gets between them and the beam and absorbs it with the tendrils on his head. He's doing all this with a huge grin on his face.

"Gwen, I want you to throw Kevin through it's heart while I keep it still with Gravattack!" Feedback ordered his cousin as after absorbing the energy beam, he fires it back at the beast's chest instead of the heads, forcing it backwards to the ocean behind it.

"Okay, it's not the stone giant thing and I'm not wearing Taydenite, but I'm still taking credit for that idea." Kevin complained as he clasps his hands together and both hands combine and morph into a pointed, metal drill.

"Whatever makes you sleep at night, Kevin." Gwen joked back as she smirks at her boyfriend. After Feedback slapped on the Omnitrix symbol and switches to Gravattack, Gwen then aims both of her hands at Kevin and yells out, "Badickinis Metalalurca!"

She then began using ferrokinesis on Kevin and began lifting him from the ground. Kevin feels a little weirded as he tries moving around his foot while in mid air. "Ready when you are, Tennyson." Kevin says to his best friend, who nods back (or tries his best at a nod since his head is also his body) and emits white energy from his hands as he starts increasing the gravity of the Hydra.

The beast itself is trying to get back on the docks as it's already crawling it's way through the beach.

Raven watches closely as she narrows her eyes and prepares to see how her student and his friends will fare against this giant Grimm.

* * *

"Is that it?" Ren asks his leader, confused, as he scratches his head.

"No, seriously. It's trying to keep us from its face. If we kill the limbs, we'll have a shot to kill the whole thing!" Jaune explained as the Petra Gigas rises behind him.

"Alright." Ruby agreed as she readies her scythe, holding it with both hands. "Come on, team. Let's do this." She adds.

"Yeah!" Nora cheered on as she pops into Jaune's point of view.

Ren finally nods, agreeing with the plan now that he's less confused. Jaune smiles at his team as deep inside, he can't believe that they're trusting their lives and strategies to him. Now he's more determined to take this thing down.

"Ren, left." Jaune orders his friend, who follows the order and heads out to Jaune's left. "Ruby, right." Jaune tells Ruby, who does the same as what Ren did and heads out to the right. Jaune then faces Nora next, saying and asking, "Nora... Ready to try out the new thing?"

Nora, with a smirk on her face, nods as she deactivates her hammer into it's compact mode and heads out.

"Right... And I will–" Jaune was about to say until he gets knocked away again by now fully recovered Petra Gigas, which is now getting attacked from all sides by Ren and Ruby.

As the speedsters of the team kept the golem distracted, Nora takes out a small, metallic cube that was given to them by an old friend: Ben 10000.

Before they left the timeline of Ben 10000, he didn't make them leave without any gifts. And this is Nora's gift from him. By pressing a button on the cube, it suddenly glowed green and morphed into Mjolnir, her alternate future self's hammer. With a giant hammerhead and a long handle, Mjolnir is oozing with power and electricity.

The only problem is, it can only be used once a day by Nora because of how much energy it takes to swing this. Her alternate future self is much stronger than her, after all, that's why she can swing it better than Nora.

But whenever Nora does swing Mjolnir, it packs the punch of a small nuke.

Nora now then holds the giant hammer, it's hammerhead on the floor since she has to conserve her energy to swing it. "Ready!" Nora yells, holding the future weapon proudly.

After Ruby lands beside him, Jaune then yells out to the two...

* * *

As soon as the Hydra is now near the concrete floor of the docks, however, it began feeling literally heavy, as if something is pulling it forcefully downwards. And with the sheer power of gravity, the Hydra's heads all crash on the ground while it's body is unable to move as Gravattack increased it's gravity tenfold.

As he has his hands aimed at the beast, controlling gravity around the Hydra, Gravattack then yells out at Kevin and Gwen...

* * *

"USE EVERYTHING YOU'VE GOT!"

* * *

Ruby nods at Jaune and uses her Semblance to fly at the Grimm, taking Nora with her, forming a red and pink swirl that's headed right for the creature. The Petra Gigas attempts to block the incoming attack with his tree arm, but Ruby slices the tree in half, opening the way for Nora to hit the mask with a mighty swing from Mjolnir. The impact from the mighty hammer creates a pink explosion that shatters the rocky body of the Petra Gigas as it loses all of it's limbs and it's body with the mask on falls on the ground.

* * *

With the creature unable to move, Gwen used this chance to spin in place, with Kevin still in her magnetic grasp. When she has built enough momentum for Kevin, she releases her hold on him and throws Kevin at the chest of the Hydra with a grunt escaping her lips.

"I think I'm gonna hurl..." Kevin complained to himself as he zooms the beast like a bullet and eventually, he pierces through the creature, going through it's chest and coming out from it's back as he ends up flying into the water.

The Hydra stops struggling as after letting out a cry of pain, it stopped uttering noises as it remains dead on the ground.

* * *

With it's Petra Gigas body damaged to the point of no recovery, the Geist unpossesses it's rock torso and attempts to fly off like a scared ghost (ironically).

However, as Nora lies on the ground, tired after swinging Mjolnir, and Ren is busy watching her, Jaune and Ruby nod at each other, prompting Ruby to take aim at the Geist and fire a single, sniper round. As the bullet nears it's face, the Geist unfortunately turns back just in time as the bullet is now right in front of him.

Headshot.

* * *

As the Hydra's body and heads began to disintegrate, Ben and Gwen wait for Kevin on the beach as he rises from the water, his metal armor gone, clothes are all wet.

Ben covers his mouth as he tries to hold himself back from laughing while Gwen looks at him with a smirk on her face.

"Did you throw me extra hard on purpose?" Kevin asked as water drips from his clothes and hair.

"That's for not taking me to the beach during Ben and Weiss' engagement party." Gwen mocked her boyfriend and heads back to the ship, turning her back on Kevin and walking away. Ben finally lost it and just laughed at Kevin, who began following Gwen from behind.

"Come on! I had to work on the teleporter! Rome wasn't built in a day!" Kevin tried to make an excuse but was ignored by Gwen. Ben eventually just follows the two as he wraps his arms around their backs.

"I miss you guys." Ben finally said to his friends.

As they head back to the ship, Ben turns his head to where Raven was, but as usual, she's gone. Deep down inside, Ben really wished his master saw their victory. But for now, he has something to focus on.

"Yang..."

* * *

Meanwhile, while the Alien Force boards the RB3, "Spanner" from earlier is standing on top of one of the buildings at the docks and saw the whole fight against the Hydra. At least, the part where they finally kill it.

"Man... Dad is so cool." She just whispered to herself and disappears in a flash of green light.

* * *

 **To be continued...**


	76. Past Tense

**Q again. After this chapter, there will be an announcement from me and the rest of Jade's friends on the next chapter. Don't worry, it's not bad news or anything.**

 **Enjoy.**

* * *

Dr. Watts, busy in his room, is currently packing his things, including his custom Scroll, and fixes his suit, dusting off the dirt on his left shoulder. Once he turns around to open the door, he was slightly surprised to see Darkstar leaning on his door, as if trying to stop Watts from heading out.

"What is your business here, Michael? I am on a tight schedule." Watts demanded as he opens his Scroll to look at the time. However, his attention went back to Darkstar when he started chuckling darkly.

"Oh. I have no business here, Watts... But someone you were talking trash about does." Darkstar replied, crossing his arms in delight.

Before the doctor could even ask what Michael meant, he failed to sense and notice a intangible and transparent hand behind him...

...which promptly phased through the back of his head and made him feel a very intense headache, as if the inside of his skull was burning. The immense pain caused him to scream in pain and is forced to his knees. As the intangible hand let's go of the inside of Watts' head, the doctor looks behind to face his attacker.

Cinder Fall.

Cinder smiles as she looks at her intangible hand become solid again as she takes off her eyepatch, revealing an empty hole on her face where her right eye used to be. Just the sight of it is disgusting.

That's when Cinder surprised Watts even more as her left wrist glowed red for a bit and suddenly, she regenerated her lost eye and the X scar on her faces healed. Now, she's back to her beautiful self.

"Hello, Watts. Don't mind me. Just testing to see if you really do have a brain... considering it was mindless of you to be speaking ill of me earlier." Cinder says to the doctor as she crosses her arms.

"C-Cinder?! How... How did you...grow back your eye? And heal so fast?!" Watts asked as he tried standing up, holding the back of his head as he still feels the stinging pain within his skull.

Cinder chuckles like the witch she is as Darkstar moves from the door to the nearby window in Watts' room. "Of course. You've never heard of Swampfire." Cinder replied ominously. Before Watts can do anything else, Cinder picks up Watts by his neck. "Now listen here, Watts. Nobody cares about you or what you want. When you die, Salem will replace you. In fact, I'm very certain Michael is enough to take your spot. So you're going to stay quiet and continue your mission and never tell Salem about what you saw. Because unlike last time, you won't be getting a painless death." Cinder warns the doctor who, despite the fact that before he wasn't afraid of Cinder, now, she's bearing a different Aura, almost as evil as Salem's yet more... sadistic.

However, it took a few seconds for to realize something about her words. "W-What do you mean when you said, 'last time'?"

Cinder chuckles a little at her own slip of the tongue, still keeping her grip on Watts. "Oh, trust me..." She replies. "It was..."

* * *

 _Few months ago in the Ben 10000 timeline..._

"Cinder! Stay away!" Watts yelled as Cinder walks towards him.

"Salem is dead, Watts. You should be calling me Lady Cinder 10000." Cinder says, stopping in her tracks and crossing her arms.

Watts grits his teeth as he attempts to calm himself, after thinking Cinder is hostile. "I thought you were dead, too. And what's with the name?"

"Well, technology is a wonderful thing to explore." Cinder joked, not even going to bother with the last question.

"So what now? Do carry on her plan, Cinder?" Watts asked but was only met with Cinder's smile turning into a frown.

With that, Cinder's wrist glows red for a second then she aims her right palm at Watts and with the power of Atomix, she blasts Watts with a red nuclear blast that completely incinerated him down to his very bones. The blast she made also blew a giant hole on the wall behind Watts and also destroyed part of the city outside of the building they're in, killing innocent bystanders in the process.

" **LADY** Cinder 10000." Cinder corrected the now deceased doctor.

* * *

 _Present timeline..._

"...a blast." Cinder joked and drops Watts on the ground. "Remember, Watts. No telling mommy that her favorite girl has been keeping secrets."

"You're... you're completely different... Like I don't know you anymore..." Watts points out as he stood up, shaking a bit as he fixes his collar.

Cinder chuckles as she approaches Darkstar over at the window, wrapping her arms around one of his as she says to the doctor, "You have no idea."

With that, Darkstar snaps his fingers and the two disappeared in a flash of pink light.

* * *

Inside what seems to be a blacksmithing site, a big man with bull horns on his forehead while he wears a typical blacksmith uniform and a beard on his face sets down a heavy looking snow white armor with bits of gold as details around onto his counter, telling his customers, "There you go, son!"

And his customers are none other than team RNJR. To be specific, Jaune. After dealing with the Geist, they went back to the village they voluntarily protected and stayed at for a while. The high official of the village offered a reward but the team only asked for Jaune's new armor since they all noticed that it's getting too small for him.

"It's going to be heavier than what you're used to, but you'll thank me the next time you go up against a set of claws." The Blacksmith reassured his customer as he crosses his arms, waiting for Jaune's next actions.

"Wow. That-eh. I don't know what to say..." Jaune admitted, scratching the back of his head as he slowly approaches the counter.

"Don't gotta say anything! Just put it on!" The bull Faunus Blacksmith happily points out loudly as he gestures for the armor. "I'll go get the rest." The big man added as he heads out to the back of his shop, going through the door behind him.

After he left, the young squire could only stare at the new armor as if it was the most wonderful thing he has ever seen. Deep inside, he's not quite sure if he deserves to wear this. Not because it's heavy physically, but because it's heavy for him to bear knowing what his new armor is made of.

"So...?" Nora interrupted Jaune's train of thought, however, catching his attention. "What are you waiting for?"

Jaune jumped a little as he puts his hands on the old armor he has on his chest and says, "Oh, uh, right!" He then takes off his armor and places it just right next to the new one. "Guess I was gonna grow out of it eventually..." Jaune spoke softly as he stares at his old armor, reminiscing all the times he has worn this after it was passed down to him from his father.

"A sign of progress." Ren reassured his leader, trying to make him look at the bright side of things.

Jaune's eyes flicker with positivity after hearing those words, realizing Ren is right, prompting him to turn around as he says, "Right. Progress."

"Can't be a Huntsman without his weapon."

Ruby, Ren and Nora all look back at the counter as Jaune turns back to see the Blacksmith present to them Jaune's sword in it's scabbard, which promptly transforms into his shield.

"Made all the modifications you asked for." He added.

The sword now has a heavier and more elaborate cross-guard and hilt. While functionally identical, the shield is now accented with gold. The scuffs and scratches on both have also been mended, and the sword's blade has been polished to a new shine.

"That was some fine metal you brought me. Accents the white nicely. Where'd you get it from?" The big Faunus man asked his customer.

There is one very crucial detail on Jaune's upgraded Crocea Mors, however. Just as Nora got her alternate future self's hammer, Jaune got something from his own.

Milo, Akuo and Pyrrha's circlet.

They never found those things in their own timeline, for some reason (unaware of Revenant's existence). But Future Jaune gave them those from his timeline. It may not be the Pyrrha they know, but it was still Pyrrha.

The gold on Jaune's upgraded weapons, including the circlet at the tip of his shield, all belong to Pyrrha.

After hearing the Blacksmith's question, RNJR all look at the beautiful circlet of the shield, and Jaune simply replies, "From a friend."

* * *

Seagulls call as a large boat moves over peaceful blue waters. As it floats majestically over the sea, it's passengers stroll around it's deck, enjoying the company of each other as they talk and play across the vessel.

All except two people.

One of them was Blake Belladonna, still wearing her new outfit that she got from a new friend. Of course, that new friend is around the boat somewhere but for now, she's alone, her hands on the rail as she stares out at the ocean. For a moment, she was loss in the thought of... a lot of her problems catching up to her, but she blinks and looks over her right shoulder, somewhat startled by two kids laughing over a joke. Blake almost smiles and turns to look back at the ocean.

But just as she had already gotten comfortable, she is approached by her friend.

"Blake."

Blake gets startled by the sudden voice as she jumps a little, reaching for her sword until she sees the one who talked: Sigma, the Rogue Nanite, still wearing a black trenchcoat on top of his black shirt and black pants while keeping his mouthless and noseless pitch black face with red eyes, almost resembling a mask.

"Sigma... Don't scare me like that!" Blake scolded her friend as she turns her attention back to the sea.

Sigma didn't utter a word as he leans on the railing with Blake, looking over the pure blue waters as well. "Not my fault you're paranoid." Sigma answered back.

"Says the guy running away from Alpha." Blake retorted as she looks to her side.

"Whatever..." Sigma replied as he somehow spits a drop of molten lava from his non existent mouth into the water down below, creating steam in the process as it hisses due to the combination of hot and cold. "By the way, they didn't have any milk below deck." He added as he reaches inside his trenchcoat, taking out a small bottle of water. Without even looking at Blake, he hands the bottle to her, who took a few seconds to look at it before eventually taking it and opening the bottle, taking a sip of water.

"Thanks... But... you stole this again, didn't you?" Blake asks Sigma, closing the bottle as she looks at him while the bottle hangs in her hand over the railing.

If he had an iris and a pupil right now, Sigma would roll his eyes in annoyance. "I can't steal it if it's free. Besides, if it wasn't free, I would still steal it." Sigma replied.

"Ugh..." Blake scoffed as she rolls her own eyes, adding, "You stole these clothes for me and also took money from the same shop. You're worse than someone I know..."

For a brief moment, their conversation was halted as they both look at the sea. While Blake, despite herself, is enjoying the view, Sigma doesn't know what to think of what he's seeing. He's only been brought to this world for mere months. He's a stranger to everyone. Deep inside, however, he's happy he met Blake, who was running away like him. For now, he's sticking with her.

"Won't be needing this."

Sigma turns his attention back to Blake, who now has her bow taken off from her cat ears and now in her right hand as she lets go of it, letting it fly off into the waters below.

"...Wanna... go get something to eat?" Blake asks, moving away from the railing and looking at her friend.

"Blake... I am a being made of nanites... I don't need food." Sigma pointed out, only causing Blake to roll her eyes once more.

"And they call me edgy." Blake whispered. Unfortunately, Sigma heard it with his keen hearing from his Terraspin DNA.

"I'm not edgy!" Sigma complained as he glows red, literally emitting a small aura of hear from his NRG DNA. This is how he (uncontrollably) shows his anger/annoyance to people. Blake's gotten used to it for the past few months.

* * *

After getting the armor from the Blacksmith, team RNJR heads out to the next village to get aboard on whatever airship that is vacant. As they all walk down the sunny road leading to the next village, Ruby is in front of the group, looking at a map.

"So the next town is… uh-huh… uh-huh…" Ruby kept saying as she continues walking while turning and flipping the map in her hands as if she was confused about what she's looking at, which eventually lead her to say, "We're lost."

"We're not lost. The next town is Shion. My family used to visit it all the time." Jaune explained as he goes beside Ruby to look at the map.

Ruby merely shrugs, not admitting that she was wrong andlooks back at the map, saying to Jaune, "Oh yeah. Don't you have, like, four sisters?"

"Uh, seven." Jaune corrected her, blushing in embarrassment as he looks away. Ruby giggles at his answer.

"You know, that actually explains a lot." Nora says what she was thinking out loud, on purpose, which made Jaune think for a moment.

Until he felt a bit insulted and says, "Wait, what do you mean?"

"So, what did you guys do there?" Ruby interrupted before an argument could ensue.

"Oh, all sorts of stuff!" Jaune happily said as he goes over his past life as he points at multiple parts of the map to explain to Ruby. "Over here is a great hiking trail, and over here is where we went camping all the time. I got my own tent because _I_ was special. Also, so my sisters would stop braiding my hair." Jaune narrated as he looks away in embarrassment.

However, as soon as the skies started to become darker as nighttime is about to come, Nora stops short, raising her hands to her lips as her eyes widen. Soon after, Ren stops, visibly tense.

"Uh, guys?" Nora says to Jaune and Ruby, who are both still walking as they are lost in reading the map. However, they did hear Nora.

So they responded with, "What?"

Jaune and Ruby look up from the map. Their eyes widen and jaws drop. In front of them is a desolated village. They sky is gray and two columns of smoke rise in the air. A gazebo has a broken tower and lampposts are askew from the ground. At least one dead body can be seen on the side of the road approaching the town.

The map is dropped and all four rush forward. They briskly move into the town, looking around. Ren tosses his backpack on the ground and moves ahead while the other three gather in the middle of a road.

"There could be survivors!" Ruby pointed out as they look around.

"Over here!" Ren shouted from up ahead.

The other three rush to where Ren is leading them. On the ground, sitting propped against a broken building wall, is a young man in armor. He breathes heavily and holds his hand against a bleeding wound in his abdomen. Ren drops by his side and puts his hand on his shoulder.

"A Huntsman!" Ruby points out as they surround the wounded man.

"What happened?! Who killed all these people?!" Jaune asks frantically as he crouches to eye level of the Huntsman.

After coughing a small trickle of blood, the man responds with, "Bandits... A whole tribe... And with all the panic..."

He could not continue his sentence as he just coughed more blood, but Ren pieced it all together and continues, "Grimm."

"No..."

They all look back at the Huntsman as he tried his best to stay alive long enough to explain what happened. "No Grimm arrived... It was... something worse... A monster... It can think... and speak... It toyed with our most skilled Huntsman and treated him like nothing... and then he just... ate him."

"ATE HIM?!" All of them, except Ren, shouted in horror and shock. What kind of monster is this?!

"The monster... assimilated him... like, he drank him and all that was left of our head Huntsman was his clothes and his weapon... Then it proceeded to slaughter both our people... and even the bandits... He..." The Huntsman kept trying and he just coughed more blood, but Ren held his back to try and comfort him. "He only assimilated the strongest warriors from both sides and simply killed the rest... He... purposely kept me alive but injured... just so I can send his message...I... failed everyone..."

"You did all you can... Rest." Nora reassured him as Ruby and Jaune move away from the injured man to talk.

"Alright, we can get him to the next village and try to find a doctor there!" Ruby suggested.

Jaune nods and agrees, replying, "Yeah. Ren and I can take turns carrying him there."

"If we get going now, our chances will be better. I can run ahead and look for help!" Ruby adds to the plan. However...

"Guys..."

The two heard Nora and Ren, prompting them to see the Huntsman has died, his eyes open as the blood on his suit has expanded, giving the impression that he bled to death.

"No..." Ruby whispers as she puts her hand over her lips while Juane could only stare at the corpse of the man they were supposed to save.

* * *

"I never felt, that it was wise, to wish too much, to dream too big, would only lead, to being **crushed.** "

A being with a slithery, snake-like voice sang creepily, corrupting a precious song, as he puts emphasis on the last word on the lyrics by crushing the head of a person underneath his feet. As blood splattered across the floor, he then hears a couple of voices with his keen sense of hearing.

"Should we burry him...?"

"We should go... It's not safe here..."

"Huh... I don't remember leaving people out... Then again, they could have been visitors..." The creature said to himself as he steps out of the shadows between two buildings, but only his red eyes are visible through what little light the dark skies is giving.

"Well, I better go. Got people to drink and places to kill." The mysterious monster said to himself as his eyes glow.

* * *

In Patch, particularly the Xiao Long residence, Yang sits alone on a couch as she stares at the inactive TV in front of her.

With a remote beside her, along with a couple of photo albums that she's been looking at for the past few hours, she takes the remote...

...and turns on the TV.

* * *

 **To be continued...**


	77. Love Triangle

**Q. Back again. Jade's in a different city right now, celebrating Christmas with all her relatives. I'm all alone this year. I'm used to it. Anyway, she wanted me to tell you guys thanks for the support you've been giving her and her story.**

 **Here's the next chapter.**

* * *

Yang Xiao Long. Once the proud and powerful member of the popular team RWBBY, is now limited to doing smaller things after her... predicament in Beacon. After watching the news, which were mostly about the fall of Beacon, she now simply lies on the couch she sat on earlier as she wonders about a lot of things.

"I'm home!"

Her thoughts are interrupted once she heard a door click and swing open as her father comes in, yelling. She sits up from her lying position and looks at Taiyang from over the couch, saying, "Hey dad." Her father seems to be carrying multiple boxes and a couple of paper bags in his arms and hands.

As the door behind Taiyang closes by itself due to the breeze coming into the house, he says, "Guess what came in today!" as he heads to the kitchen, which is just near the very living room they're in, to unload all the things in his arms.

"What?" Yang asks.

After placing everything on the dining table, aside from a white, rectangular box with the Atlas symbol on it, Taiyang brings said box to his daughter and places it on the living room table directly in front of the Blonde Brawler. However, Taiyang only sees Yang simply staring at it instead of even just touching it.

"Well?" Taiyang asks, hands on his hips as he waits for his daughter's next move.

Yang, as if she's unsure, simply asks back as she looks up at her dad, "It's… for me?"

Taiyang nods and replies with a smile, "For you and you only."

Yang lifts the lid off the box to reveal a... robotic right arm, shining like it was brand new and polished to perfection. Yang looks it over, somewhat wide-eyed while her father gushes on the side. She blinks and her eyes droop a bit, revealing she's more distressed than pleased.

"Brand new, state of the art Atlas tech. You know, I thought I was gonna have to pull some strings, call in a few favors, but you earned this one all on your own, kiddo." Taiyang says to his daughter.

Yang, however, instead of asking how she earned such a thing, simply stares at the mechanical arm as she thinks about something else entirely that this arm is reminding her.

Taiyang felt even more awkward now that his own daughter is ignoring him but goes ahead and explains things as he scratches the back of his head, saying, "Before I could even talk to him, General Ironwood already had one of his top scientists working on this, for you. He wanted me to tell you that you fought admirably. You should be proud of yourself."

Yang looks up at her father but says nothing else as she looks back at the arm.

"Well?" Taiyang asks one last time. "You going to try it on?"

Yang did not answer and simply stared at the device specifically made for her.

* * *

Weiss Schnee, also now as the future Mrs. Tennyson after a year, could only stare outside of her window in her room as airships pass by the blue sky. Her room has a large, open space on two levels. On the upper level are two arched bookcases built into the walls and a picture of a knight resembling the Giant Armor hangs between them. A gilded mirror hangs above the mantle of a fireplace on the lower level.

As she remains seated on her throne-like chair while she holds an Omni Badge in her left hand placed on top of her right, both hands being on her lap, her attention was caught by the cute Mecomorph pup Ben gave to her.

"Ship! Ship!" Ship called as he jumps up and down on the floor near Weiss, who looks at him and smiles.

"What is it, little guy?" Weiss asks her pet as he slithers on the floor then jumps on Weiss' lap, surprising her at first but eventually giggles and starts petting the Mecomorph pup, who purrs as it closes it's eye, feeling relaxed. "You are such an attention hugger. Then again, you _are_ a part of Ben, so it makes sense." Weiss joked as she recalls how this version of Ship came to be.

One day, Weiss was feeling down and pressured by all her problems at once. Ben wanted to make her happy and repay her for asking her father to let him stay here. So he turned into Upgrade and separated a part of him that gained it's own sentience and became Ship.

As the cute little Ship purr and snores on Weiss' lap, the door to her room opens and in comes her butler. He is a slightly overweight man with balding brown hair and a large mustache. He typically has light brown eyes and wears a uniform fit for a butler.

"Pardon the interruption, Ms. Schnee, but your father wishes to speak to you." The butler politely says to his young master.

Weiss could only sigh at the mention of her father before eventually replying to her butler, "Thank you, Klein."

As she places the sleeping Ship on her left shoulder, she stands up from her seat, puts her Omnk Badge on her seat and heads out.

* * *

"So let me get this straight... You told Weiss to tell us to rendezvous with you... just so we can escort you to your ex?" Kevin asks Ben as he straps his motorcycle to the harness in the cargo hold of the RB3 while Gwen watches them.

"Hey, do you expect me to drive my cycle all the way to Patch?" Ben attempts to point out to Kevin as he dusts his hands after he's done with his work.

"You have Jetray, Ben. You didn't need us to literally fly you there when you already have the ability to fly." Gwen corrects him, however, crossing her arms as Kevin leans on the door to the cockpit.

Ben rolls his eyes as he's getting tired of the conversation. "I don't wanna suddenly appear in front of Yang's dad as Jetray when I get there! I might give the wrong impression!"

"And you thought showing up in a ship the size of three buses is any different?" Kevin points out with a smirk on his face.

Ben opened his mouth to respond, but could not think of an answer. Gwen shook her head as Kevin does his best not to laugh. "Clearly, you didn't think this through..." Gwen says.

"I got a lot on my mind right now... I don't have the luxury to think about everything... Besides, I'm not just headed to Yang's house. We're going to go help Ruby and the others too." Ben says, pushing Kevin aside so he can press a button on a nearby console and opens the door to the cockpit.

Kevin shrugs and gestures for Gwen to enter first to follow Ben inside. Gwen punches Kevin on his shoulder on her way inside, causing Kevin to chuckle but hold his shoulder in slight pain as he follows the two Tennysons.

"Does Weiss know you're going to Yang's?" Gwen finally asks, concerned for her friend. Ever since they came to Remnant, Gwen has gotten close to Weiss like a sister.

Ben could only sigh at the question. "Of course she does... After all..." He responds.

"She's the one who told me to talk to her..."

* * *

Yang spent the rest of her day doing chores. After politely telling her father she didn't want to wear the arm for now, which Taiyang understood and let her be, Yang started doing housework. Sweeping away autumn leaves off the terrace, taking the mail in their mailbox and chopping wood at the back of the house. It wasn't easy, especially with only one arm, but Yang managed.

However, it happened...

When she finished washing the dishes, she is about to place the last one she washed: a glass cup. But the moment she's about to place it in the dish rack, the glass slips from her hands and dropped it. As it breaks, it triggers something within Yang's trauma.

In her head, she could only see darkness for a millisecond before a slash swipes at her and the sound of a sword swinging resonates within her mind.

Yang could only rear back with a cry as she clings to the countertop and pants, out of breath due to fright.

Her fist comes down against the countertop, and Yang gets herself under control as she takes deep breaths and thinks about someone that's always made her feel at ease.

 _Ben..._

After recovering, she sighs and shakes her head, walking up to the fridge to get a smoothie. Unknown to her, Taiyang saw what happened over by the kitchen door, which only worries him more.

* * *

After being called by her father, Weiss is now currently walking down a long, carpeted hallway of blue, white and gray. Protruding columns from the walls are decorated with black sconces and lit candles. Nature paintings are hung in an alternating pattern between the columns. There is also the occasional cushioned chair or round coffee table placed along the walls.

Next she is seen walking along an upper level balcony above a large dining hall. A white and green floral centerpiece decorates the white-clothed table. Every column both above and below bears a sconce, but these candles are not lit. Beside Weiss on the balcony are large arch-shaped openings with white gauze curtains. Through one of the curtains, a crystal chandelier can be seen in another room. There is a shut, brown wooden door in the direction Weiss is heading.

Weiss walks down a wide stairway with curving balconies on either side above it. Large armor statues fill the space on either side of the bottom stairs. Behind Weiss, a paned triptych of arched windows lets in the sun, casting her shadow onto the blue carpeted steps in front of her. The floor at the bottom of the stairs has a blue and white oval design in its center. Both levels have open archways leading to other rooms.

Walking in another room with blue and white floor patterns, Weiss strides pass a life-size statue of a King Taijitu without looking up. Once again, both the lower level and the balcony level have open archways and unlit sconces. A chandelier hangs from the ceiling.

Lastly, Weiss is seen walking down another hallway. As she struts alone, never having looked up the entire time, she has a startled reaction to hearing someone's voice coming from right in front of her.

"Good afternoon, sister!"

A teenage boy, somewhat younger than Weiss, stands before her. He's got his hand on his chest and he affects a bow.

This is Whitley, Weiss' younger brother.

"A surprise you are outside your room for once. Always a pleasure seeing you like this." Whitley says to his sister, although he gives off the feeling of slight hostility due to his tone and composure. "You're usually with Ben whenever he's around. Speaking of which, where is he? He hasn't finished that piano lesson he asked from me."

Weiss sighs at Whitley's attempt at joking as she rolls her eyes and responds with, "Hello, Whitley. What do you want?"

"I'm just here to remind you that you have my full support on your engagement with Ben. But you must understand why most of us are still skeptical on your choice of... interests. That includes father. Of course, Winter does seem to fully support and understand your relationship with him, like the great woman she is." Whitley explained.

"You never liked Winter." Weiss points out, as she remembers their childhood.

"True." Whitley replies, looking up for a moment like he hesitated before facing Weiss again. "But you can't deny her resolve! Anyway, good luck with father!" He bid farewell and left Weiss alone at the hallway.

Weiss sighs just in time for Ship to wake up lift his head up, scanning the location he's in as he recognizes he's no longer in Weiss' room. Once he spots Weiss' head beside him, he sticks his face on her cheek, as if he was licking her, which caused Weiss to giggle.

* * *

As Kevin flies the RB3 while Gwen reads the holographic map on her console, Ben's back in the cargo hold of the ship, checking out his motorcycle. After taking a deep breath, he opens the seat, which doubles a compartment, and reveals what's inside: a simple, rectangular box. No decoration or logo or any fancy wraps. Just a box.

The question is...

... what's inside?

Only Ben and Weiss know... for now.

* * *

Sigma and Blake, still on the boat at sea, look over the view once more. However, as the beautiful atmosphere the dusk is giving of is completely taken in by both people, it is Blake who breaks the silence first as she felt a presence watching them.

She takes out Gambol Shroud and turns around to face whoever is watching them from the upper deck, yelling, "Who's there?!"

The one watching them was a hooded figure, who immediately turned tail and ran as soon as Blake noticed her. Blake's shouting caught Sigma's attention, making him turn away from the ocean and at Blake.

"What? Someone made a knock knock joke?" Sigma casually asks.

However, with both of their backs turned, they failed to notice giant dorsal fins rise from the ocean beyond and sank back into the water, creating a ripple which in turn made small waves that headed to the boat.

Once the waves hit, the boat is rocked, causing the two emos to stumble a bit, causing them to look around for the cause, considering that so far, the waters has been calm. For waves to suddenly rock the boat seems unnatural.

They received their answer when the shadow of a giant creature rises and looms over them, causing them to look from the ground to slowly looking at the owner of the shadow.

"...That is a dragon." Sigma stated the obvious, his eyes wide open.

"Yes. Yes it is." Blake replied, donning the same wide eyes as her friend.

As alarms blare in the ship, the Sea Dragon roars while Blake readies her weapons and Sigma's eyes glow red with radiation.

* * *

 **To be continued...**

* * *

 **That's it for now.**

 **So remember last chapter about me and Jade's other friends are gonna say something? Well, here we are.**

 **Q: Hi, I'm Q. You know me already.**

 **Cupcake Queen: Hi! I'm CupcakeQueen849! Call me Cupcake!**

 **Eurochan: I don't have a profile on this wiki yet but call me Eurochan!**

 **Danielle: Not a fan of nicknames so just call me by my real name, Danielle!**

 **Cupcake: And together we are...!**

 **All: The Fiction Femmes!**

 **Q: I did not agree to this team name. Anyway, this little group of ours will be getting our own profiles in the future. Me and Cupcake already have profiles so just wait for Eurochan and Danielle.**

 **Eurochan: Each of us will be doing different stories, but we all have common interests in Ben 10 and RWBY!**

 **Danielle: If you think it's weird for grown women to still like a cartoon made for the male demographic, don't judge us.**

 **Cupcake: In the future, I'll be doing my own version of RWBBYVerse: Chibi, since apparently some of you asked for it. So I'll do it!**

 **Q: I got my new story up, RWBBY Future, already out... So yeah.**

 **Eurochan: I may create a Ben 10 x Street Fighter or DBZ story so look forward to it!**

 **Danielle: Q and I plan to make a Superior Ben 10 x Overlord crossover and may be posted on my profile obce I start making it.**

 **Q: So we hope to get all your support and thank you all for caring about Jade's current status. We love you all and thank you for making what we do possible by continuously reading our works.**

 **All: See you around! Fiction Femmes, out!**

 **Q: I really don't like this team name...**


	78. Nautical Nonsense

**Surprise! Guess who it is? Nope! Not Q! It's me, Jade!**

 **Q: To be fair, I'm still the one writing this chapter but Jade here wanted to greet you guys personally.**

 **Jade: Yep yep yep! I am here to thank you all for your prayers for me when I was in recovery. Now, I can walk again! I got prosthetics for Christmas so yeah! Jade the Babe walks again! Literally! Just wanted to let you guys know that I'm doing alright. Been having fun with my family and focusing more with them than the internet. I also got a job to do for the kids so I hope you guys understand. So please, in the mean time, Q will take over until I am ready to come back. She's been doing great here so I'm considering of renaming my profile into "Jade And Q" instead, since she owns this profile now too.**

 **Q: I think they're waiting for the story.**

 **Jade: Right, of course. Love you all and thank you all for the support! You guys aren't my fans. You are my friends!**

 **Q: We love you too, Jade.**

 **Both: Enjoy!**

* * *

Sigma and Blake, still on the boat at sea, look over the view once more. However, as the beautiful atmosphere the dusk is giving of is completely taken in by both people, it is Blake who breaks the silence first as she felt a presence watching them.

She takes out Gambol Shroud and turns around to face whoever is watching them from the upper deck, yelling, "Who's there?!"

The one watching them was a hooded figure, who immediately turned tail and ran as soon as Blake noticed her. Blake's shouting caught Sigma's attention, making him turn away from the ocean and at Blake.

"What? Someone made a knock knock joke?" Sigma casually asks.

However, with both of their backs turned, they failed to notice giant dorsal fins rise from the ocean beyond and sank back into the water, creating a ripple which in turn made small waves that headed to the boat.

Once the waves hit, the boat is rocked, causing the two emos to stumble a bit, causing them to look around for the cause, considering that so far, the waters has been calm. For waves to suddenly rock the boat seems unnatural.

They received their answer when the shadow of a giant creature rises and looms over them, causing them to look from the ground to slowly looking at the owner of the shadow.

"...That is a dragon." Sigma stated the obvious, his eyes wide open.

"Yes. Yes it is." Blake replied, donning the same wide eyes as her friend.

As alarms blare in the ship, the Sea Dragon roars while Blake readies her weapons and Sigma's eyes glow red with radiation.

Blake springs into action first, running off the boat and into the air. She creates one of her clones to give her added upward momentum, flinging Gambol Shroud forward in its kusarigama form. Attached to the ribbon on her wrist, it embeds itself into the Grimm's neck. Blake swings above the Grimm and shoots it in the back of its neck, but it barely grazed it and only made it roar, flinging Blake back with it's tail. Blake, hit by the tail whip, is forced back to land on the crow's nest while the Captain of steers from the bridge. He keeps the ship stabilized in the Grimm's wake and steps outside to get another look at it as Blake still shoots it, with Sigma following suit with electricity bolts, while it arcs back into the water.

For some reason, Sigma's bolts aren't exploding on impact and are, instead, entering the dragon's body.

"Please don't tell me it can absorb electricity..." Sigma whispers but loud enough for only Blake to hear.

Before the Faunus can answer, the dragon rises from the ocean and is preparing to bite down the boat. Before it does, fortunately, Blake nods at Sigma, who gets the message and grabs Blake by her arm, spinning her around before throwing her at the beast while she is covered in a shield made of compressed water. Sigma, with the abilities of the Andromeda Aliens, gave Blake a bubble shield courtesy of Water Hazard.

The bubble shield pops, surprising the dragon and giving Blake the chance to swinging her blade at it before jumping off it's nose to shoot it in mid air.

On the boat's deck, Sigma tries his best to assist by firing water balls at the creature from his hands, but as expected, they do nothing at all. "Why did I think water will hurt something that lives in it?" Sigma scolded himself but his attention was caught when Blake yelled in pain from above as she began falling. Blake lands on her back and bounces off the floor but before she could land again, Sigma catches her to stop her momentum and keep her from getting hurt further.

"Thanks." Blake says to her friend as he helps her back on her feet.

"Don't mention it." The Rogue Nanite replies while the sound of cannon fire can be heard from the side of the ship where the dragon is. "Why are their cannons on a cruise ship?!" Sigma questioned the structure of the vessel they're currently in.

Blake rolls her eyes at the mundane confusion Sigma is having. "For the past months we've been traveling, that is one of your biggest questions?" Blake asks back, albeit in slight confusion and more with annoyance.

Before Sigma can answer, the largest cannon on the ship rises up through a trapdoor on the deck, extends itself, and aims at the Grimm. "...You have got to be kidding me..." Sigma, confused, says as he looks at the giant cannon, drooping his arms in disbelief. Blake can only facepalm at his reaction.

Before the heavy cannon fires, the dragon's dorsal fin splits apart and extra bone unfolds, revealing two wings. The dragon lets out a roar as it flies, its beating wings sending a gush of air at the ship. While the wind forces Blake to hang on so to not be blown away, Sigma uses his Terraspin abilities and creates a blast of wind to counter the attack.

The heavy cannon shoots, but the Grimm easily evades it with it's superior maneuverability through it's ability to fly. Once it's spun enough and stops right back at the front of their ship, the dragon began charging up a ball of electricity in it's mouth.

While everyone can see what the beast is about to do, it was Sigma who immediately came up with a plan. "Blake! Stand back! I'm gonna use a full powered blast!" Sigma warns the Faunus girl as his red eyes glow with radiation.

"What?! You can't! It'll hurt you!" Blake disagreed as pulls on Sigma's sleeve to try and stop him. Before anyone of them could do anything else, however, the hooded figure from earlier lands on Blake's head and uses her as a launch pad. "Hey!" She complained as she had her head forced down a bit.

The figure grunts, and the cloak falls back, revealing the one, the only, monkey king, Sun Wukong. Midair, he activates his energy clones, smiling.

"Sun?!" Blake yells upon seeing him, her tone giving off the combination of confusion and disbelief.

Sigma's eyes return to normal as his left eye seemingly widens upward, making it look like he's raising his non existent brow. It's hard to make expression when all you have for a face are two red eyes. "Who the hell is that?!" Sigma asks Blake.

Sun and his clones land on the Grimm's head. The two clones pull on the topmost tendrils of the head while Sun grabs its upper lip. "Not today, pal!" Sun boasted as he pulls up the dragon's lip. When the dragon releases its electric blast, it goes harmlessly into the air, rather than at the ship.

"That... is the biggest idiot I've ever seen." Blake replied bluntly to Sigma.

From atop the enraged Grimm's snout, Sun answers her while holding onto dear life as on the two tendrils his now-disappeared clones had grabbed as the beast swiftly swirls around, flying around as it tries to get Sun off it's snout. "You don't have to be... so haaaaaaarsh!" Sun yelled out but the fact that the dragon is trying to get him off it's face is making it hard for him to talk straight.

When the dragon flies to the boat's left, Sigma sees an opportunity and runs to the very side and edge of the vessel. Before the Grimm could completely go away, Sigma uses all his strength from Armodrillo and NRG to grab the tip of it's tail and pulls it back to stop it from moving further.

Unfortunately, not only that he unintentionally sink his feet into the wooden deck of the boat to anchor himself, the force from pulling the beast caused it to reel it's head back swiftly, causing Sun to get disoriented and let go of the dragon, falling off of it and plummeting to nearby gigantic rocks.

Blake gasps and immediately springs into action again. She jumps onto and off the railing, using Gambol Shroud's kusarigama form on the crow's nest to swing herself around and catch Sun midair. They land on the nearby rocks, with her holding him bridal style.

Sun, the playful monkey he is, dramatically puts his hand on his chest and says, "My hero!"

"You're not supposed to be here!" Blake, instead, not having any of Sun's jokes, yells at him as she keeps him on her arms.

"Yeah!? Well it looks like you can use all the help you can get!" Sun pointed, this time, in a much more serious tone and intention.

Blake grunts in annoyance and rolls her eyes as she drops Sun on the ground, the monkey Faunus grunting in slight pain from having his rear meet the floor. "Sigma and I were doing just fine!" Blake replies, heading back to the battlefield, which is on the boat where Sigma is currently trying to pull back the Grimm, but it slips away, free from the Rogue Nanite's grasps.

Sun is on the ground, striking a pose on his side with his hand propping up his head, but has a frown on his face. "Wow. It's only been months but she's already replaced me..." He says to himself, not realizing it was loud enough for Blake to hear.

"Just shut up and fight!" Blake yells back, making Sun wince.

* * *

The dragon blast another beam of electricity at the boat but Sigma jumps on the heavy cannon and takes the attack like a champ as the electricity grazed him a little but he managed to absorb the rest of it using AmpFibian's powers. The initial attack, however, pushed him off the cannon and land back onto the deck just in time for the two Faunus to get back on the boat, weapons out.

"You okay?" Blake asks her friend as Sigma gets back up, growling like an angry dog. Blake sighs in relief. The fact that he's still just as grumpy as always means he's fine.

 _Please don't be into Blake! Pleeeeeeaaaase don't be into Blake!_

Sun kept saying in his head after just seeing how more important Sigma is to her than himself.

"Huntsmen!"

The three of them all turn to the Captain of the boat who has come out onto the upper deck calling them. "If you can clip its wings and draw it out towards the bow, we could take it!" He announces his plan to the young ones.

When Blake looks at Sun, he shrugs and smiles, saying, "I mean, you're the one with the swords!"

Although she admits Sun has a point, she's still annoyed by the fact that he's here. She only gave him an "Ugh..."

Sun spins his weapon back into a holstered position and runs toward the Grimm, activating his Semblance to summon his three clones and then jumps into the air.

Blake and Sigma look at each other and nod, silently agreeing to the plan as they both run towards the clones.

The first clone springs both of them upward to the second clone, which does the same. The third clone swings Blake up then Sigma afterwards. Sun waits, laughing and opening up his arms, but then loses his smile in confusion upon seeing Blake grabs Sigma by his hand and they both spin before eventually Sigma throws Blake at Sun's face, her feet meeting it as she pushes herself off of the monkey Faunus, who grunts at the pain of the feet pushing him away.

As if that wasn't enough, when Sun turns back around, Sigma uses his gut as a launch pad as well, pushing himself harder than Blake did and launching him towards Blake.

When the two emos end up higher than the sea dragon is, Sigma grabs Blake's hand once more and spins befors throwing her towards the beast.

As she descends, Blake noticed that the creature is about to fire more electric blasts, but just as one is fired at her, a blue lighting bolt appears in front of her and morphs itself into Sigma via AmpFibian's slight electric shapeshifting abilities.

The two work together as Sigma absorbs the blasts, protecting Blake while they both descend. While Blake managed to end up on the beast's right wing, the dragon managed to slap Sigma back onto the boat, his fall making him crash into the heavy cannon, breaking it.

"No!" The Captain of the boat yelled as he watched Sigma crash into their best shot at the Grimm.

Meanwhile, Blake, now running down the wing of the sea dragon, uses her blade to slice through the thin membrane the wing has, causing the dragon to screech in pain and fall from the sky.

Sun smirks as he waits for her on the rock she's readying to land on and catches her. The impact causes the rock surface to crack around them while he's left holding her bridal style. Blake smiles at him, until he speaks, "This is the part where you say it."

"Ugh..." Blake lets out of her lips once more as she rolls her eyes in annoyance.

However, their little moment is interrupted when the dragon crashes itself on the rocks they're on, causing them to collapse and forcing the two to run away, jumping off and on other rock surfaces, which the dragon kept breaking while chasing them.

* * *

"Captain! What do we do?!" The Captain's first mate asks panickingly after seeing the heavy cannon break.

"I don't know, I... That was.. our best.." The Captain stuttered as he tries to think of another plan.

"Stick to the plan."

The Captain, his mate and one of the crew members look back at Sigma, who's getting back up after his crash from the sky to the deck.

"Are you crazy?! We don't have anything else that can blast that thing!" The frist mate says as her eyes are wide open in panic.

"You don't need your oversized hair dryer. Stick to the plan. Get the boat to that thing... And I'll handle the rest." Sigma insisted as he releases a red aura around himself, seemingly made of radiation.

The Captain can see something in this boy: determination and great power. Now more confident just from hearing Sigma's words, he nods at his crew members at heads back to cabin, pulling on a lever that causds the boat to move at it's top speed, catching up to the Grimm as Sigma's eyes glow again.

* * *

Sun continues to hop around, avoiding the Grimm's attacks until one more move puts him directly in front of its open mouth. As he screams in terror upon thinking he's about to become sea chow, Blake fortunately swings in on her ribbon and gets him out of reach. However, just when they thought they are in the clear, the Grimm appears before them and prepares a blast to get them both in one shot.

They're eyes widen at the mere sight of their impending doom... until the creature is impaled by the bowsprit of the boat, it's left side stabbed as Sigma, on the deck, growls before yelling in both anger and pain as it was his turn to make a powerful blast.

A beam of intense radiation and energy bursts from his eyes as the large beam completely englufs the upper half of the beast, who tried to wiggle away but it was too late as the beam absolutely annihilates it's neck and everything above.

Once he was done, he stops firing as he falls on the ground, propping himself up with his hands to stop himself from completely falling over as the now headless sea dragon finally dies while it hangs on the bowsprit that was used to stab it.

Everyone on the boat except Sigma himself cheers upon their victory over this evil creature while Blake and Sun remain on the rock surfaces, where both of them had seen what Sigma did.

Blake noticed that smoke is coming from Sigma's eyes as an aftermath of his powerful blast. This worries her as the last time Sigma did something like that...

"Whoooo! Yeah! Though it makes me wonder why he didn't just do that first." Sun interrupted her thoughts, causing her to turn around in annoyance and glare at Sun for being insensitive, despite knowing that he does not know the pain Sigma has.

"What?" Sun asks, confused at the glare Blake is giving him. Until she rears back her palm and is about go collide on his cheek as he screams.

SLAP!

* * *

 _So... he has surfaced?_

 _Funny wording there. He's actually at sea._

 _What should we do, father?_

 _...We wait for sister's command. For now, we have sent our mole. She will be enough to destroy our enemies. She will tear them apart... from the inside._

 _What about the other rogue?_

 _I'll crush him!_

 _Silence, Gamma!_

 _...I am sorry, father..._

 _Epsilon is not our problem. Sigma is. With the power he has, he is a wildcard._

 _Not really. He's a complete mess! It's easy to take him down! Right, Lambda?_

 _..._

 _You're no fun, sis._

 _...Delta. Lambda. Zeta. Gamma. Kappa. Eta. Iota. Theta._

 _Yes, father?_

 _All of you are to guard this place while I visit sister. Anyone not a part of our cause must be eliminated with extreme prejudice._

 _As you command._

 _Yes, sir..._

 _Gladly... hehehe..._

 _Heh. Gamma smash!_

 _As precise as we can, our creator._

 _Your wish..._

 _...is our command._

 _Awwwww... Can we torture them? Pleeeeeease?_

 _Ben Tennyson and his friends are gathering. We will make them tear each other apart... Then we crush what's left of them._

* * *

 **To be continued...**


	79. Reunion Out of Nowhere

**Surprise! It's me, Jade. I'm actually the one writing this very chapter! Hooray! Yeah, Q's busy. Did you guys know she and CaptainRex, writer of Avenging 10, are a couple? They're so cute together! XD**

 **Anyway, Q and I got a ton of plans for this series. For now, here's a big twist.**

* * *

 _Jaune..._

 _Jaune...!_

 _JAUNE!_

* * *

Ruby opens her eyes slowly and just breathes, letting her eyelids drift shut. However, her eyes open wide when, from nearby, she hears the same voice, speaking calmly.

 _Jaune..._

Ruby sits up and looks around. There are little will-o-the-wisps floating around, looking very similar to the white circles she's been seeing in her dreams lately. The campfire is still burning but has died down. Ren and Nora are asleep while their weapons are at their sides. Jaune's sleeping bag, however, is empty.

Through the trees beyond Jaune's sleeping bag, Pyrrha's voice can still be heard, but it is muffled.

"Alright, Jaune, just like we practiced. _Follow these_ instructions."

Two of the words are louder and echo, making it sound like Pyrrha is saying "Follow me".

Ruby gets up and walks toward the voice. She takes a moment to play with one of the wisps as she looks around, uncertain. Moving forward, she spots something and her mouth falls open. Gazing with concern, Ruby moves next to a tree and watches from there.

A slight distance in front of Ruby, but facing away, Jaune draws his sword. He poses with it and the shield, before dropping his shoulders and turning to his right. His Scroll is set up on a stump...

...And on it, is a recording of Pyrrha.

"Alright, Jaune, just like we practiced. _Follow these_ instructions. Shield up." Pyrrha, through the recording, says.

Jaune complies and lifts his shield so that only his eyes up are not protected.

"Keep your grip tight."

Jaune tightens his hand on Crocea Mors.

"Don't forget to keep your front foot forward."

Jaune hasn't forgotten and doesn't need to move.

"Ready? Go."

Jaune steps forward with the sword, cutting at the air and making a fighting cry.

"Again!"

Jaune moves forward with his other foot, again slashing the air and releasing a cry.

"And again."

Jaune spins in a circle, putting a lot of feeling and effort into his next cry and slash. It has cost him a bit, and he pants. He breathes heavily as he slouches and has both hands no longer in fighting pose, instead drooping, showing his fatigue. He must've been training for hours.

"Okay..."

Jaune turns his head to his scroll as Pyrrha began speaking once more, giggling a bit before continuing, "Now, assuming _you aren't cheating,_ we can take a break." Hearing those words, Jaune stands upright and lets his head fall forward a bit, closing his eyes.

"I know this can be frustrating..." Pyrrha spoke once more, catching Jaune's attention again as she continued. "...and it can feel like so much effort to progress such a small amount, but I want you to know that I'm proud of you. I've never met someone so determined to better themselves. You've grown so much since we started training."

Ruby, still peeping from behind the tree, can clearly see the sorrow behind Jaune's eyes as he struggles to keep hos own composure just by staring at Pyrrha's image.

She tightens her fist as she looks down in sorrow for her friend.

Jaune, meanwhile, still stares at the recording of Pyrrha, who stands proud while green lights of the once tall and unbroken Beacon Tower, the place where she would later die, glow behind her. "Jaune... I..." Pyrrha suddenly spoke as she slowly turns away from the camera of her scroll as if she's trying to hold back something. This caught Jaune's attention even more as he steps closer to his scroll. "...I..."

"JAUNE!"

Both Ruby, who jumps from her spot, and Jaune, who turns away from his scroll, gets surprised when a very, VERY familiar voice shouts out to the boy's name...

...from the bushes, out comes...

Pyrrha Nikos... Alive?

She's wearing a ragged brown cloth around her body as her skin is covered in bruies and cuts. Her armor is stained with blood and some pieces of them are chipped or cracked and she has a X shaped scar on her left cheek.

"Pyrrha?!" Jaune exclaimed as he drops his weapons and runs to his friend's aide, who is struggling to walk as blood drips from her wounds. "How are you alive?! Where have you been?!"

"Jaune... I... They took me... I tried to escape and... and..." Pyrrha tried to explain but unfortunately, she fell unconscious in Jaune's arms.

Jaune's eyes widened at Pyrrha's state as he panics, "Pyrrha?! Pyrrha!"

"Jaune, come on!"

Jaune turns his head to Ruby, who stopped hiding behind the tree and runs to the two JNPR members. "We need to get her somewhere safe."

"Okay. Wake up Nora and Ren. I'll patch her up." Jaune responds as Pyrrha's blood stains Jaune's chest piece.

The blood ironically took the shape of a broken heart.

* * *

 _Lambda... Stop daydreaming. Father wanted us to guard this area. We must be on our guard._

 _... I'm sorry._

 _Don't be. The Grimm in the vicinity is increasing. See if you can do something about them._

 _..._

 _...Sister. Tell me. What's wrong? Ever since our creation, you have been very quiet. Is there some sort of truth behind all your quietness that we should be aware of?_

 _...You can't get it wrong if it's the truth._

 _I... am not sure I follow, Lambda._

 _Me neither, Delta..._

* * *

Yang can barely see anything around her as she is surrounded by broken pieces of buildings and darkness. She looks around, confused, and lets out a small gasp when she looks down. She raises both of her arms and turns them, examining their presence, particularly her right arm.

Wait, right arm? But it was cut off... How is it back?

She barely had time to think when she starts hearing footsteps, causing her to look up from her arms to see Adam Taurus walking toward her. The red accents in his hair, mask and outfit have a surreal glow to them as he kept walking in closely. Yang, understandably terrified after her last encounter with him, steps back defensively and discovers that she is suddenly wearing Ember Celica. She blasts Adam five times, but they do nothing to him while he steadily continues walking closer.

Adam puts his right hand on the handle of his sheathed sword, as he steps closer and closer to Yang, who tries to attack him again, but her weapons are gone, as is her right arm. She stares for a moment in confusion and disbelief and then is startled when Adam is abruptly directly before her. He grins at her and starts to unsheath Wilt from Blush.

* * *

Yang awakens with a gasp. She is in her room, lying on top of her bed. She takes in a deep and long sigh of relief now that her nightmare is over, but she's aware that she may have it again. The robotic arm given to her by General Ironwood rests on her bedside table, out of the box. Yang looks at it for a moment before turning her face away.

"I know, right? Atlas tech? Pffft. Galvan tech all the way."

Yang gets startled by the new voice that came out of nowhere as she looks at her desk, and sitting on it is Spanner, her scarf floating freely as the wind from Yang's window blows through the room. Spanner seems to be holding a plastic cup with a straw in it. The contents of the cup seems to be a purple colored smoothie of some sort.

"Wha-? Who...? How did you get in my room?!" Yang demanded to know as she stood up from her bed, clenching her only fist.

"Whoa whoa whoa! Slow down there! As for what, I am a Huntress. As for who, I am called Spanner. As for how, I walked right into your window." Spanner replied, half jokingly but also half seriously. "By the way, don't ask how I drink through the helmet." Spanner joked this time as she looked like she's about to sip on the straw, despite wearing a helmet.

"Well then... why are you here?" Yang asks Spanner. "And how do I know you're not gonna hurt me?"

Spanner stopped her attempt at somehow drinking through her helmet as she placed her cup on the very same table she's sitting on, looking back at Yang. "Don't put on that Atlas arm. You'll get a better one tomorrow. Trust me." Spanner replies.

"Huh?" Yang mutters, confused and perplexed by Spanner's ominous words. "What do you mean? Why do you know that? Are you from the future or something?"

Spanner giggles sheepishly as she taps her index fingers into each other, as if she was embarrassed. "Nooooooo. Why would I be? That sounds ridiculous." Spanner replies with a very noticeable hint of denial in her tone, but Yang doesn't actually notice.

Yang rolls her eyes and looks like she's about to ask another question, but then she heard laughing from downstairs. She looked at her door, thinking of leaving her room before turning her attention back to Spanner...

...and she's gone.

"...Why do ominous people always do that?" Yang asked herself, annoyed at disappearing acts as she heads out her door.

* * *

"Seriously, it was no big deal!"

The obnoxious voice of Sun is heard as Blake looks at him from the railings of the ship while Sigma sits on the floor beside her, bandages strapped around his head, covering and healing his eyes. Even with those covering them, however, steam is still seeping through the cloth and rising from his eyes. It's as painful as it looks.

"Just enjoy the rest of your trip and everything will be cool! We got this!" Sun reassures two Faunus people, who nods in relief and goes back to their activities.

It's been an hour since the Dragon attacked. The afternoon sky became a dark blue, moonlit night as the boat moves at a relaxing pace.

Sun struts over to Blake and Sigma, feeling a little smug after their victory against the beast. "You'd think they'd never seen a fight before." Sun joked as he points at the faunus from earlier with his thumb. However, instead of an immediate response from the cat faunus, Blake rolls her eyes and crouches down to Sigma's level as she examines his eyes. Sun rubs his shoulder in the slight pain he got from the bump as Sigma's durable hide really felt like a tank grazed him a little.

"You okay now?" Blake asks Sigma, who responds with a grunt. Blake smiles at his simple response. "Keep acting grumpy, people will think you're edgy."

"Whatever." Sigma changes his mind of talking in grunts and attempts to stand up, holding on to the railing to keep himself up as his shaking right hand takes off the cloth Blake wrapped around his head to cover and sooth his eyes.

Sun, a bit jealous of the care Blake is showing Sigma and curious about Sigma himself, interrupts their conversation and asks, "So, uhhhh, what is he supposed to be? The last person I saw that can do the things he can do is from Ben."

Blake, who looks at Sigma for confirmation if she's allowed to tell what Sigma is, got a response from her edgy friend: a shaking head indicating "No." Blake sighs and looks back at Sun. With Sigma's response in mind, she seemingly ignores Sun's question and instead scolds Sun, saying, "You're not suppose to be here, Sun!"

Sun's cheeky smile morphed into a surprised look at Blake's sudden shouting, before looking down in genuine sadness as he frowns and turns away from Blake, leaning on the boat's rail as he looks at the moon above. "I saw you run off. The night Beacon Tower fell. Once we landed in Vale, you made sure everyone was okay. And then you just took off, without saying anything." Sun explains his longing.

"Sounds like you're just a desperate guy looking for some pus-" Sigma attempted to mock Sun's over-dramatic explanation before Blake elbows him on his side, stopping his words.

"Okay man, you're kind of being a jerk." Sun finally spoke his mind as he moves away from the railing and looks at Sigma directly in his eyes.

Sigma lets out a small chuckle as he crosses his arms and leans his back on the railings and responds with, "Sorry, I just hate the fact that someone just can't leave my friend alone."

Sun was taken aback for a second before trying to say, "Hey, at least I-"

"She! Is trying to run away from trouble. So am I. You are just the third wheel. And while I appreciate the fact that you care about her, you're just dragging us back!" Sigma completely insulted Sun as his tone is clearly full of rage.

"SIGMA!" Blake yells at him this time, stopping him from going any further. "Take a breather... I need to talk to Sun."

Sigma looked at Blake for a moment. Her eyes are the same when he met her. The day they both ran away. Sigma sighs, or the best he can to look like he sighs considering his anatomy, and walks away, heading to the bowsprit of the ship, bumping Sun's shoulder on the way on purpose as he growls like an angry dog.

"Sheesh. He's got quite the temper..." Sun points out as he kept rubbing his shoulder and turns back to Blake, who is now looking at him with a scowl and eyes in disbelief. "What?"

Blake drops her irritated expression and sighs as she turns her back on Sun and crosses her arms, looking like she's trying to hug herself. "Sun... Don't tell Sigma what I'm about to tell you..."

"Huh?" Sun says, raising a brow in confusion. "Tell me what?"

Blake was silent for a moment before turning back around dropping her arms and looking at Sun, eye to eye.

"Why Sigma is with me."

* * *

Sigma sits on the bowsprit of the boat as it moves in its same relaxing pace while he stares at the wide ocean ahead. As he does so, his mind goes back to the nightmares he's had ever since he and Blake have been traveling.

Despite his "creator's" claim that Sigma is a being completely made of nanites, like Alpha, he can somehow have nightmares. Just nightmares. He has never had a single good dream ever since he ran from Beacon.

And his nightmares almost always is about a woman with deathly pallor skin, covered with tortuous, deep red and purple veins that run up her arms and face. The sclerae of her eyes are jet black and her irises glow red. She has a black diamond-shaped marking in the center of her forehead.

Sigma clenches his fist as he tries to remove the image of this woman from his head.

"Hey."

Sigma's train of thought was interrupted when he heard a voice behind him. He turns his slightly to the side and sees from his side-eye the Captain's first mate. The same woman who has caramel skin, light brown eyes, and short chocolate brown hair parted on the left. The ship uniform she wears consists of three-quarter length blue sailor pants with gold buttons at the pockets, a blue and white striped t-shirt, orange neck scarf, brown knee high boots, and brown gloves. In addition to the uniform the first mate also wears gold stud earrings.

The first mate leans on the railings of the tip of the boat, behind the bowsprit, and looks at Sigma from down where she is. "You okay?" She asks Sigma, who stares at her for a moment before looking back at the ocean.

"No." Sigma responded.

"Okay... Do you... want me to leave you alone?" The first mate asks him, still looking at him even though he's not looking at her.

"...No." Sigma responded, somehow, even with the stoic response he gave, somehow felt like he genuinely wants company at the moment.

The first mate smiles at his response as she stands upright and introduces herself. "Matte Skye." She says to him as he looks back at her. Sigma actually stands at the bowsprit before jumping off of it, landing beside Skye.

"...Sigma." Sigma introduces himself to her as she smiles.

"I never got the chance to thank you back there. You saved everyone on board." Skye explains her reason for talking to Sigma as the two of them walk away from the front of the ship and silently agree to each other to take a walk around the deck.

"I... didn't do it alone. I got a friend... And I guess you and your Captain... And that monkey guy, too, I guess." Sigma genuinely corrects and compliments Skye as he puts his hands in the pockets of his stolen black coat.

Skye giggles at his last joke as she puts her hands behind her head while they walk along the side of the deck. "By the way, what's with the mask?" She asks out of the blue.

"It's not a mask." Sigma corrects her, unaware that this will be a running gag in his life.

* * *

Yang heads downstairs to discover Professors Oobleck and Port sitting at her kitchen table and laughing with her father, Taiyang. There's a bowl of fruit at the center of the table surrounded by the glass cups the three adults used as they laugh at the story they've been telling each other.

"And, and, and then, in comes Qrow, wearing a skirt! I was just a TA, I-I didn't know what to do, so I just… I just left the room to laugh!" Port exclaims as he holds back his laughter while the other two actually laugh. Meanwhile, Yang hides behind the entrance to their kitchen and listens silently to the conversation.

"We told him it was a kilt! He'd never worn a uniform before, so he didn't know!" Tai explained and laughed once more.

Oobleck laughed again and in the middle of his laughing her sarcastically questions Tai, saying, "That is terrible! What is wrong with you!?"

"Hey! The girls all said he had nice legs! I did that jerk a favor! Besides, that's not even the best part! See, then we-" Taiyang attempted to explain again but Port cuts him off by putting his right leg on the tabletop.

"Like what you see?" Port mocked what seems to be Qrow's words to the ladies back in the days causing everyone, even Yang, to laugh. The girl, however, tries to hold back her laughter as to not give away her position.

However, during all this laughter, Port loses his balance. He tries to save himself from falling, but ends up on the floor. There's even more laughter as Taiyang claps from mirth and Port joins in the hilarity from the floor. Yang giggles too, covering her mouth, but the three teachers become alerted to her presence as her giggle was too late to cover up. Oobleck stands while Port gets up off the floor.

"Oh, uh, Miss Xiao Long! Uh, please, join us." Port invites her

Yang enters while Oobleck laughs, a little bit embarrassed, as he tries to speak in the middle of his laughter. "Oh, yes, yes, pull up a chair. Please, pull up a chair." He spoke.

"I'm good." Yang replies as she hoists herself backward up onto the kitchen counter, beside where her father stands. Port and Oobleck sit back down as Tai turns his back to grab a cup for Yang.

"Hang on, let me get a drink for yo." Tai says as he grabs a nearby bottle of mango smoothie nearby.

"So, Miss Xiao Long, how are you? Have you talked to Mister Tennyson yet." Port asks, causing Yang's eyes to widen at the mention, knowing that her father is just right beside her.

"Who's Tennyson?" Tai asks as he still has his back turned while pouring the contents of the bottle into Yang's cup.

Oobleck fixes his glasses on his face as he attempts to respond, saying, "Why Mister Tennyson is my top student and Miss Xia Long's boyf-"

However, he is cut off when he sees Yang wave her only hand, trying to say "NO!" as she also shakes her head.

Ooobleck and Port, realizing what she means, clears their throats, and Oobleck alters his words, saying, "-Miss Xia Long's... boy... boysenberry deliverer!"

"Deliverer? I didn't know you liked boysenberries." Tai fell for the excuse as he turns back around and hands Yang her cup.

Yang takes it and smiles sheepishly, also playing along with the last second excuse they all made up by saying, "Yeah. Ben's... a farm guy from Vacuo who transferred to Beacon. He sells fruits to everyone."

"Well, I'd certainly want to meet him someday. I could certainly use some good fruits for my famous smoothies. Maybe he'll even like them." Tai expressed himself as he crosses his arms.

Yang chuckles sheepishly as hold her cup firm. "You have no idea..." She replies and drinks smoothie she has.

"So anyway, there we were, standing in the auditorium, looking at Qrow, wearing a skirt. Then Oz tells everyone, 'It's time to work on our landing strategy!' " Tai continued their conversation and everyone laughs, this time, Yang doesn't need to hide. She expresses all her join at this moment.

"The Branwen twins have always been… interesting, to say the least." Oobleck points as he sips on his coffee mug.

Port snickered at that and replies, "That sure didn't seem to stop young Tai."

"Hey, come on, man, she's right here." Tai points out as he also points at Yang, who looks at her father with an annoyed face.

"Oh, please! She's a mature young woman! If she can handle combat, she can handle a few jabs at her old man!" Port points out as he elbows the air in tandem with the word "jabs" during his talk.

Tai crosses his arms in disbelief at his friend and says, "That's not the issue, Pete! And besides, she's still a teenager!"

"She is also in the room, and can be directly spoken to." Yang finally spoke as she places her cup on the same counter she's sitting on. "And I think I've been through enough to be considered an adult at this point."

"Adult or not, you've still got a long way to go before you're ready for the real world." Tai scolded his blonde daughter as he gestures to a nearby window, as if he was actually talking about being outside.

Yang rolls her eyes as she gets off the counter and stands beside her father, looking at him in annoyance. "Oh my gosh! Does every father figure have the same three condescending phrases?"

"Yeah! But we only use them when we mean it!" Tai points out.

Port and Oobleck look at each other as father and daughter argue, a touch uncomfortable. Oobleck takes a sip from his mug while Port pulls at his collar.

"Is that so?" Yang angrily responded, clenching her fist.

Tai immediately responds with, "As a matter of fact, it is so! If you honestly think that you're ready to go out there on your own, ha, well I guess you lost some brain cells along with that arm."

Yang gasps and pulls back from her father's face while a stunned Port leans forward and Oobleck's mouth drops open, his glasses slip down and his mug slips out of his hand to safely land on the table. All three stare at Taiyang for a few seconds.

"You... Jerk!" Yang... laughingly says to her father?

She even playfully punches Taiyang, and the father and daughter laugh together.

Are we finally talking about the Goliath in the room?

Taiyang and Yang look at each other and then laugh. Relieved laughter comes from both Port and Oobleck.

"Oh, Miss Xiao L— Yang, if you don't mind me asking, why haven't you tried on the arm yet?" Port asks.

"Oh, yes, yes! A piece of Atlas technology given out like that is rare indeed! Not to mention the effort it took to deliver it here. It seems a great many people want to see you returned to normal." Oobleck reassures Yang.

Yang looks at her right arm upon hearing those words. For a moment, she looks like she wanted to say she doesn't want to, but then she smiles and looks back at them, saying, "It's not that I haven't tried... I just... I just don't want to put it on."

"Why not? Yang, if this is about losing a part of you-" Tai tried to reassure his daughter but Yang's next words will show he has nothing to worry about.

"I'm waiting for someone." Yang cuts off her father as she walks away from them, heading to a nearby window to look outside. "This... someone has done so much for me. He showed me adventure, excitement... he's saved my life... he's been there for me when I was alone. And when I thought he left, I... I blamed him. I told myself it was his fault why everything is the way it is... but I guess... I just have bad memories of... being abandoned. Now, I guess I've gotten over that... I think all I have left of him is... faith... that he'll come back and... give me back a part that I lost... Not my arm... but him."

"Yang... You mean..." Tai, once he put two and two together, asks.

"Ben's not some random classmate or a boysenberry vendor, dad. He's... he's my ex." Yang finally admits as she turns around and looks at her father.

Silence filled the room for a few seconds as Taiyang could not believe what he had just heard.

That is until he replies, "When were you gonna tell me?!" Yang had her mouth open to respond but suddenly just laughed. Tai is even more confused as Oobleck and Port joined Yang in the laughter. "What's so funny?"

"You ruined the moment!" Yang responds in the middle of all her laughing as she playfully punches her father again on his shoulder.

"I'm serious! Since when did you get a boyfriend?! Did he do anything to you? Did he hurt you?" Tai continuously asked questions a concerned father would ask as the other three kept laughing.

However, their moment is interrupted when they hear the roaring sound of a ship landing at their front yard. They all look at each other before silently agreeing to take a look outside.

* * *

Once they exit the house, they can't believe what they see.

The majestic, emerald ship of the Alien Force: the Rust Bucket 3, landing.

The cargo door of the ship opens and from it, Kevin, Gwen and Ben exit, heading towards to the two professors, the Huntsman and the blondie. Ben is holding the box he had earlier and walks up to the four as Yang also approaches him, Tai behind her.

"Hi... Yang..." Ben sheepishly greets his... ex.

Yang stares at Ben for a moment as she looks at the emerald eyes Ben has that she fell in love with...

...Before she pulls back her left fist and clocks Ben right at his face, surprising everyone except Yang and even Ben himself, who lets out a grunt of pain as he lies on the ground, still feeling the full impact of Yang's punch.

"Ow..." is all Ben could mutter.

Indeed, as Qrow said, Yang's first words to Ben is a punch to the face.

* * *

 **To be continued...**

* * *

 **I'm sure you have questions, but of course it's no mystery Pyrrha is alive...**

 **...assuming you guys have already forgotten about what happened to her body...**

 **You can always ask me in PM.**

 **Anyway, it was fun writing again. Till next time, folks! Jade out!**


	80. Family Counseling

**Alas, the Fanfiction Duo has returned!**

 **Q: Technically, you returned. I've pretty much been what our reviewers have seen more lately.**

 **Jade: Don't ruin my fun. Anyway, hi guys! So I'm happy to announce that Q and I will be sharing this account while her other one, Just Q, is only for messaging now, especially to her boyfriend.**

 **Q: All my work in that profile shall be transferred here, especially RWBBY Future. We really want to expand the lore of both timelines so make sure to read both to have a better understanding of future arcs.**

 **Jade: And to not confuse anyone who wishes to message one of us, if some responds using this account, it's me. You'll have to go to Q's Just Q account if you want to ask her.**

 **Q: So yeah. That's about it. By the way, this one is written by both of us, so enjoy.**

 **Jade: Enjoy, nya!**

* * *

 _Previously on RWBBYVerse..._

After being called by her father, Weiss is now currently walking down a long, carpeted hallway of blue, white and gray. Protruding columns from the walls are decorated with black sconces and lit candles. Nature paintings are hung in an alternating pattern between the columns. There is also the occasional cushioned chair or round coffee table placed along the walls.

Next she is seen walking along an upper level balcony above a large dining hall. A white and green floral centerpiece decorates the white-clothed table. Every column both above and below bears a sconce, but these candles are not lit. Beside Weiss on the balcony are large arch-shaped openings with white gauze curtains. Through one of the curtains, a crystal chandelier can be seen in another room. There is a shut, brown wooden door in the direction Weiss is heading.

Weiss walks down a wide stairway with curving balconies on either side above it. Large armor statues fill the space on either side of the bottom stairs. Behind Weiss, a paned triptych of arched windows lets in the sun, casting her shadow onto the blue carpeted steps in front of her. The floor at the bottom of the stairs has a blue and white oval design in its center. Both levels have open archways leading to other rooms.

Walking in another room with blue and white floor patterns, Weiss strides pass a life-size statue of a King Taijitu without looking up. Once again, both the lower level and the balcony level have open archways and unlit sconces. A chandelier hangs from the ceiling.

Lastly, Weiss is seen walking down another hallway. As she struts alone, never having looked up the entire time, she has a startled reaction to hearing someone's voice coming from right in front of her.

"Good afternoon, sister!"

A teenage boy, somewhat younger than Weiss, stands before her. He's got his hand on his chest and he affects a bow.

This is Whitley, Weiss' younger brother.

"A surprise you are outside your room for once. Always a pleasure seeing you like this." Whitley says to his sister, although he gives off the feeling of slight hostility due to his tone and composure. "You're usually with Ben whenever he's around. Speaking of which, where is he? He hasn't finished that piano lesson he asked from me."

Weiss sighs at Whitley's attempt at joking as she rolls her eyes and responds with, "Hello, Whitley. What do you want?"

"I'm just here to remind you that you have my full support on your engagement with Ben. But you must understand why most of us are still skeptical on your choice of... interests. That includes father. Of course, Winter does seem to fully support and understand your relationship with him, like the great woman she is." Whitley explained.

"You never liked Winter." Weiss points out, as she remembers their childhood.

"True." Whitley replies, looking up for a moment like he hesitated before facing Weiss again. "But you can't deny her resolve! Anyway, good luck with father!" He bid farewell and left Weiss alone at the hallway.

Weiss sighs just in time for Ship to wake up lift his head up, scanning the location he's in as he recognizes he's no longer in Weiss' room. Once he spots Weiss' head beside him, he sticks his face on her cheek, as if he was licking her, which caused Weiss to giggle.

* * *

"I'm not talking about the good of my company; I'm talking about the good of Atlas, our entire Kingdom!"

"That is a load of garbage and you know it!"

Weiss and Ship could hear on the other side of the door so she hesitated in opening it. It wasn't until Ship starts whimpering in fear of the two men in the room that she sighs and places Ship down on the floor and tells him to wait for her before opening the door.

Inside the room is General James Ironwood and Jacques Schnee, Weiss' father. He has gray-white hair and a pale complexion. He has a large gray mustache, and his eyes are a cold blue color. He is seen wearing a pure white double-breasted jacket with a red handkerchief in the breast pocket, underneath which he wears a blue shirt and vest and a gray-white tie, printed with the same emblem on his shoes and above his study. He has a silver-colored ring on his right hand.

Ironwood himself looks different than from when Weiss and Ben last saw him, which was months ago. Now, he looks slightly less pristine. He has grown stubble and his hair is slightly more messy. He wears a white, double-breasted tailcoat with dark blue and black accents, most notable at the cuffs and shoulder pieces. The coat is belted at the waist. Underneath Ironwood has a black collared shirt and a red tie. Ironwood also now wears two white gloves, in contrast to wearing only one on his right hand. His formal pants are no longer tucked inside military boots but instead hang over black boots.

After Weiss opens the door, she peers in and listens to conversation while Ship nuzzles his head on Weiss' legs.

"I beg your pardon?!" Jacques shouts at the general as he remains sitted in front of his table while the Atlas headmaster stands directly parallel to him.

Ironwood grunts in annoyance as he places his hand on his forehead in frustration, asking Jacques, "Jacques, will you please, just hear me out?"

Jacques could only sigh as he gently places a glass of liquor he's had on his hand on the table and replies, "You are a trusted friend and ally to this family, James, but what you're suggesting is absurd!"

"You are blowing it out of proportion." Ironwood replied as he crosses his arms.

"The council will never agree to it!" Jacques attempted to point out, but James' next words caught him off guard.

Upon hearing the SDC owner's words, James replies as he places both hands on the table, "You forget, I hold two seats on the council."

"Your Dust embargo has already cost me millions! I can promise you, I have not forgotten!" Jacques seemingly complained.

"So this _is_ about you." James noticed Jacques wording.

Weiss has come into the room, and she watches to two men awkwardly while the door shuts behind her. But before it completely closes, Ship suddenly slides into the room to follow Weiss. She sees her small friend on the floor beside her, prompting her to whisper loudly, "Ship! I said stay!"

Unfortunately, this caught James and Jacques' attention, causing them to turn and look at her.

Weiss, upon realizing she interrupted the conversation, could only say, "Oh–"

"Ship." Her Mecomorph pup utters, as if he continued her words.

* * *

On a path through the woods, Team RNJR moves forward with Ruby looking at a map while Jaune is carrying an injured Pyrrha in his arms, bridal style.

"Where did she come from? How is she alive?" Nora asks Jaune, but gets no response as he simply stares at her like she was the most precious thing he's ever had, which she is.

"It's fine. She's breathing. We're nearing... ummm... Hee-gan…bayn-a."

"Higanbana." Ren corrected Ruby as they kept walking. "It's a well protected village with a popular inn and an even more popular medical center." Ren added.

"Which means, no camping in the rain!" Nora reassured everyone as she gestures her hands like she's covering her head from the rain.

"See? Everything's going to be fine!" Ruby adds.

Jaune listened to all of his friends' words as he looks back at Pyrrha, who is breathing while she snuggles up to Jaune's arms. Now knowing that she's safe in his arms and now that they didn't lose her, now that they can avenge her and come back to her safe and sound... then maybe...

"You know, we've had a lot of ups and downs. But things could be a lot worse. I'm just glad we're all back together again..." Jaune finally replies to them.

"I guess our luck is finally turning around!" Ruby says.

"To Higanbana!" Nora cheered.

Jaune and Ren also join in, cheering, "To Higanbana!"

Ruby tries to pronounce the word once more but fails, saying, "To Higanban… ban-a!"

* * *

Meanwhile, just nearby from above a rocky outcropping, a Beowolf stomps towards the edge of the cliff and growls at the four kids. Just as it is about to leap, it is stabbed through by a giant blade. Three disintegrating bodies of other Beowolves are just behind the one who killed them all. Who is, none other than, Qrow Branwen. A black crow caws from a tree branch on eye level with Qrow. He looks at it and it flies off, following RNJR.

As his eyes follow where RNJR is heading, he just scoffs and mocks his own niece's words, saying to himself sarcastically, "Luck..."

* * *

It's raining on the village of Higanbana. Through the window of an inn, the four kids can be seen silently discussing with the proprietor. Qrow, who somehow got to this village first, can see through the window of the tavern he's in as he sits on a chair while he has his hands on the table in front of him.

His watching eyes get distracted, however, when a waitress sets a glass with liquor and ice in front of him.

Qrow complains and says, "Oh, I didn't o—"

"From the woman upstairs. Red eyes." The beautiful waitress explained. "Said you wouldn't mind bottom shelf." She adds.

Qrow turns and looks up. He can see through the spacious lower level of the tavern and its several round tables the edge of a balcony, which is just visible. Qrow turns back and says, "Thanks."

"But I went ahead and gave you top." The waitress flirted with the dashing rogue as she winks. "Lucky you."

With a pleased smirk, Qrow watches the waitress as she walks away. After she is gone, he looks through the two windows to see no one visible in the lobby of the inn. It seems RNJR has managed to get a room.

"Yeah." Qrow whispered to himself as he takes his glass and heads upstairs. Holding on the rails of the stairs while he walks up, he takes a small sip from his glass and, once he reached the top, he sees the person he wasn't expecting to see for a while.

Raven Branwen, his sister, Yang's mother and Ben's master, waits for him at the last table, her mask atop it.

"Hello, brother." She casually greets him.

* * *

"Miss Schnee! My apologies. I should have been gone by now." Ironwood apologized as he bows in respect for the heiress.

"It-it's okay." Weiss politely replied as she places both of her hands behind her back while Ship seemingly attempts to stand at attention as well like a little cutie.

James sighs as he sees the sweet and young Weiss at the door, seeing that such a great girl is the child of a man like Jacques. "We'll continue this at another time." He says to the old man as he heads to the door.

"Indeed. Klein can show you out." Jacques replied with a tone of relief that James is leaving as he gestures to the door.

Ironwood merely chuckled as he walks towards the door, each footstep he takes almost feel like they symbolize his inner passive aggressiveness. "Don't worry, I know the way." He merely replied. Weiss steps aside so that Ironwood can reach the door. He turns and looks at her father.

"Until next time, Jacques." James bids farewell to his old friend. Jacques solemnly nods back at Ironwood as he leaves the room. As Weiss stare at the golden brown door where Ironwood left, Jacques remains seated on his seat while a portrait of a younger black-haired Jacques hanging on the wall behind his desk shines because of the lights in his room reflecting on it's glass frame.

"Did I not tell you not to bring your pet in my office?" Jacques scolded his daughter, who, while her back is turned on her father, rolls her eyes.

Weiss then apologetically picks up Ship from her feet and kisses his forehead. The Mecamoprh pup could only whimper as Weiss whispers to him, "Sorry, little guy... Go play with Klein."

Ship then sorrowfully turns into a big drop of slime and splats on the floor before leaving through underneath the door, whimpering all the way.

Weiss could only sigh at her friend's departure, but her melancholy is short-lived when her father suddenly spoke and says, "Can you believe there are still people in the world that blame Atlas for what happened to Beacon? To Vale?"

"Well, they weren't there." Weiss replies as she begins walking across the room to stand before his desk.

Jacques, in response, pulls on his desk drawer and takes out a pen as he signs a piece of paper in front him while his free hand fixes his collar, saying to his daughter, "It's a wonder Ironwood wasn't stripped of his rank."

Jacques then, swings his seat so that his back is to Weiss after signing the paper. Before saying anything else, Weiss takes a quick glance at what her father signed and it seems to be a contract from someone named Eo–

"I suppose the council trusts him, for better or worse." Jacques added to his previous statement, rolling his eyes and stopping Weiss from reading the rest of the contract.

In an effort to sound like she's paying attention to him, she merely says, "I trust him."

Jacques, however, only sighs and turns toward his daughter, his chair making a squeaking noise that echoes in his office as he opened his lips to speak. "Thanks to him, Atlas is forbidden from exporting Dust to other Kingdoms. 'A precautionary measure' as he puts it. 'until we're certain no one is going to declare war'. How anyone could possibly find that to be sound logic is beyond me." He added, massaging his temples in annoyance.

Weiss blinks at her father, clearly uncomfortable at what he's saying while she rolls her engagement ring on her finger in a habit formed from nervousness. There is one framed picture on the desk, and it's of Whitley, that's supposed to be next to the contract signed earlier by Jacques–

Wait...

It's gone?

"Which is why..." Jacques interrupted once more, prompting Weiss to avert her eyes from the table and look back at her father. "...the Schnee Dust Company will be holding a charity concert in the coming weeks."

Weiss looks up at him in surprise. As her blue eyes gaze at her father, she could not believe what he just said. Did her father suddenly gain a change of heart?

"We need to show the people of Remnant that we are on their side. That we are all victims of the fall of Beacon." Jacques responds as he turns back his chair to his daughter.

Weiss, still a bit taken aback from her father's statement, responds with positive glee, saying, "That's… wonderful news."

Jacques chuckles a little as he does a smug smirk underneath his snow white mustache. "I know. And I think it would make a lot of people happy if you performed at the event." He suddenly added.

Weiss' eyes widened upon Jacques next words as her ears seem to have not believed what they heard, prompting her to ask, "Excuse me?"

"Many forget that you were there. My own daughter, a Schnee, on the grounds, defending another Kingdom!" Jacques attempted to justify his proposal as he stands up from his seat and places his hands on his table. "We need to remind them! And we need to show them that the Schnee family is just as strong as ever!"

 _Should've known..._

Weiss said internally to herself as she sighs. She never should have doubted that her father will ever change. With slight hesitation and annoyance, Weiss could only ask, "Are you asking me if I'd like to sing, or telling me?"

Jacques leans forward and makes a tent with the fingers of his hand as he meaningfully gazes at Weiss. "I think it would make a lot of people happy." He attempts to manipulate his daughter.

Weiss is too smart for this. She's aware her father's using her to preserve their family's name. But she's also aware that this can actually help Vale and Beacon.

"I'll start practicing." She reluctantly agreed, internally telling herself that this is for Vale's good, even if it means she has to "obey" her father.

Jacques smiles his clasps his hands together, responding with, "That's… my girl."

* * *

After Weiss left the room, Jacques takes a deep breath and pulls on a much larger drawer underneath his table, grabbing what seems to be a glass and a bottle of whiskey.

However, after placing the glass and bottle on the table, he goes to grab another bottle, which seems to be vodka, but he unfortunately dropped it on his carpeted floor. He picks it back up and places it onnhis tabl–

"Beautiful child, Jacques."

At the sudden voice coming out of nowhere, Jacques let's out a small yelp and accidentally knocking away his glass on to the floor. However, it does not meet the ground as it seemingly stops in midair while it gains a purple aura.

As if it froze in time. And Jacques recognizes this and who's doing it. He looks away from his floating glass and looks in front of him. The owner of the sudden voice...

"Eon. What a pleasure." Jacques said sarcastically as he tents his hands once more.

Surely enough, at the front of his desk is Eon himself, wearing his dark suit and black cape as his noir helmet glows inside with a purple light. Eon snaps his fingers and Jacques' glass rewinds in time, returning to his table where it used to be, shining like a diamond because of the bulb of the room.

"Don't sass me, Schnee. Remember that I'm the reason you're seating comfortably on that chair." Eon reminded the father as he takes out a piece of paper from his suit. It was the contract from earlier. "Now let me clarify something. Are you sure you're taking this back? Once you sign, you only have one chance to take it back."

"...As if I have a choice." Jacques replies as he closes his eyes, having an air of regreg coming off of him.

"Good boy, Jacques. Now be sure to assign the right person. If you don't... well... Let's say your glass is your past." Eon says as he suddenly disappears in a flash of purple light...

...and Jacques' glass suddenly appears in mid air once more and falls, breaking all over the floor.

Jacques could only sigh as he massages his temples.

 _What have I done...?_

* * *

Weiss shuts the door to her father's office and turns to find her butler, Klein, waiting for her with a tray.

"Hot cofee, Miss Schnee?" The bushy mustached man asks with a smile as he hands the tray to her with a mug of said hot coffee atop it. "I always find he keeps his study dreadfully cold."

Weiss takes the mug off of the tray with a smile. "Thank you, Klein." She replied, sipping on her mug afterwards as the beautiful aroma of the beverage enters her nose while the bittersweet taste of the coffee warms her tongue.

"You know what I think?" Klein suddenly asks as her Weiss places the bottom of her mug on her left palm, looking at her butler to pay attention. Klein then lifts the tray to cover his face before dropping it dramatically as he leans forward toward Weiss making a less-than-formal face, his brown eyes having turned red.

Klein, in an accent with a gruff voice, suddenly says, "I think it's to balance out all his hot air."

Weiss' eyes widen in delight and she turns and looks over her shoulder at the closed office door to see if anyone, especially her father, heard it. She turns back to Klein with a giggle.

"Klein!" She playfully scolded him with a smile.

The two giggle together before he fakes a sneeze, and his eyes turn blue. "Uh, apologies, madam." Klein, in a high-pitched accent, says but he kept pretending to sneeze again. Weiss giggles merrily, hiding her smile behind her hand. Klein wiggles his mustache and looks up at her laughing young master. His eyes turn yellow in delight as he says, "Ah, there's my happy little snowflake."

Weiss breathes a sigh that releases some weight off her shoulders, and she gives the butler a genuine grin.

"Thank you, Klein." She replies. As if on cue, Ship pops up from behind Klein and glomps at Weiss in joy. Weiss giggles once more as she hugs the Mecamorph pup with her free left hand.

* * *

Qrow stares at his sister from the top of the stairs for a moment before moving to her, uttering, "Raven." as he takes another sip from his glass.

He pulls the chair that's beside her and drags it to a position across from her instead. With his hand on the back of the chair, he simply looks at her expectantly. Raven rolls her eyes and moves her mask to the side. Qrow sits down and places the glass in his hand on the wooden table.

"So, what do you want?" Qrow immediately gets to the point as he stares at his sister.

Raven simply shrugs casually with a fake smile as she replies, "A girl can't just catch up with her family?"

"She can, but you're not." Qrow responds, not wasting any time as he stares intently at Raven, their red eyes glimmering with the lantern beside providing the light. "Now how 'bout we get on with it?"

Raven sighs, looking away for a moment as she tells herself mentally, _So much for adopting Ben's humor..._

"Does she have it?" She asks Qrow as she looks back at her brother.

Qrow doesn't answer right away, instead running his fingertip along the edge of his glass as he stares at it's contents playfully... before moving his sight back at the female swordsman. "Did you know Yang lost her arm?" He asks out of the blue.

"That's not—"

"Rhetorical question, I know you know." Qrow interrupted Raven. "It's just obnoxious that you'd bring up family and then carry on like your own daughter doesn't exist."

Raven growls a little as she balls both of her hands into fists atop their table, replying under gritted teeth, "I saved her."

"Once. Because that was your rule, right? Real 'Mom of the Year' material, sis." Qrow sarcastically said, waving his right hand casually as if to mock his sister.

Raven leans forward and grabs Qrow by the forearm, stilling his sarcastic, nonchalant motions. The world seems to slowly spin above their heads as she speaks intently to him. The tension between siblings is so intense, it feels like all of time and space is focused on them.

"I told you Beacon would fall and it did. I told you Ozpin would fail and he has. Now you tell me. Does. Salem. Have it?" Raven asks, tightening her grip on Qrow's arm as she stares at him with intense demand written on her face.

Qrow raises a brow in doubt as he looks back at Raven. "I thought you weren't interested in all of that?"

"I just want to know what we are up against." Raven demands, tightening her grip even harder. Internally, Qrow is starting to feel pain.

"And which 'we' are you referring to?" Qrow asks, ignoring the pain on his wrist, his eyes focused on Raven's. Both red eyes look like they can cut through steel with how intense their aura is giving off.

Raven glares and finally lets go of her brother and sits back down with a noise of disgust.

Qrow could only sigh as he rubs his pained wrist and relaxes his back on his chair. "You should come back, Raven. The only way we'd beat her is by working together. All of us."

"You're the one who left." Raven answered back. "The tribe raised us, and you turned your back on them." She added, rubbing some dust off her mask.

Qrow shook his head in disbelief and takes another sip from his glass. "They were killers and thieves." He replied to her.

"They were your family!" Raven insisted, slamming her fists lightly on the table in an attempt to emphasize her point further.

Qrow, however, instead of giving in with her words, shook his head in disappointment, saying, "You have a very skewed perception of that word."

He grabs his glass to drink once more but then Raven stands up, understandably upset. "I lead our people now. And as leader, I will do everything in my power to ensure our survival." She reminds her brother, putting a fist on her chest as if honoring something.

Qrow could only scoff at her words and replies, "I saw. The people of Shion saw, too."

But instead of feeling admired with her brother's disgust, which she considers a compliment, she only looks confused as she stares him. "What are you talking about?" She asked.

"Huh?"

"I sent my men to raid Shion, yes." Raven confirmed but then she crosses her arms with the next words she's about to say. "But none of them came back... I assumed that was your doing."

Qrow hesitated for a moment until he sarcastically says, "...Riiiiight. Well, you've certainly got someone strong on your side. I've seen the damage."

The other Branwen twin looked away for a moment to rethink what happened. Something may not be right. She could ask her brother to help her investigate but... No. She can think of someone better. So far now, she pretends to feel honored and turns away, "We couldn't have known the Grimm would set in as quickly as they did."

"I'm not talking about the Grimm."

Still not facing Qrow, Raven looks up, eyes widening slightly at his words. "And I'm not talking about you, either."

At first, Raven thought Qrow was referring to someone from their tribe. Someone she's hiding. But the more they stared at each other's eyes, the more she knew who he's talking about. Her eyes widened in shock for moment before they narrow in quiet rage.

"...Leave him out of this." Raven demands, tightening her fists.

"You think I don't know what you're doing?!" Qrow figures out Raven, placing his hands on the table to lean on it and stares at his sister. "Treating him like your actual son? Watching over him and breaking your own rules?"

Raven grits her teeth in anger as she slams both palms on the table, yelling, "Ben is my child! ...Certainly better than–"

"Raven!" Qrow yells back. This time, they caught the attention of everyone below a the bar.

"No!" Raven yells again, but follows it up with a backhand slap to Qrow's face, surprising him more than hurting him. "I am not taking this from you! I trained him. I saw what he's capable of. I raised him!"

Qrow sighs, rubbing his cheek. "For a month? I hardly call that 'raising'. Admit it. The reason you're watching him and following him is because you want him to be part of the tribe."

"...That's a lie." Raven uttered under her breath but it was loud enough for Qrow to hear.

"Is it? He was the first person you ever had the pleasure of watching over. Not even your own daughter. Her ex-boyfriend. Then you suddenly gave him your blessing to be part of the tribe. All because he's 'strong' and if he marries Yang, he'll be part of the family and you can drag him to your–"

"Our people! And besides... you don't even know the real reason why..." Raven says, looking away in genuine melancholy as she crosses her arms and her eyes shift to the side, like she does not want to look at her brother.

"Why you're dragging Ben into your crap?" Qrow interrupted. "Yeah. Keep telling yourself that."

Raven turns back to her brother, opening her mouth as she prepares to say something... But no words escaped her mouth. She closed it once more as does her eyes and turns her back on Qrow.

"The weak die, the strong live. Those are the rules." She spoke after a few seconds of silence, but there was an air of hesitance and regret around her as she looks back at Qrow, a more serious look on her face. "If you don't know where the relic is, then we have nothing left to talk about." She added, her tone filled with mild annoyance. Her time here was wasted, after all.

As she reaches for her mask, Qrow grabs onto the top of it, stopping her. "I don't know where the Spring Maiden is, either, but if you do, I need you to tell me." He asked, serious yet somehow still looked like he was pleading.

"And why would I do THAT?" Raven demanded for an acceptable answer, pulling her mask out of Qrow's grasp.

"Because without her helping Ben, we're all going to die." Qrow pointed, red eyes staring at his own sister's pair of the same color.

A moment of tense silence passes between them as a nearby lantern dies out, as if to signify the incoming wave of death.

For a moment, Raven looked like she wanted to tell him, but instead, she pulled back her tongue and scoffed at him. "And which 'we' are you referring to?" She sarcastically replied with a smirk.

Qrow grimaces as Raven walks away. The sound of her sword getting unsheathed is heard and he looks up, unhappy. Raven walks into her red portal and before it disappears, she utters something that Qrow couldn't quite understand.

 _I've changed... idiot..._

Then Raven and the portal disappears, leaving behind only a confused Qrow sitting on his chair.

There's the sound of breaking glass and a gasp. Qrow turns to see the waitress, trembling at the sight of Raven disappearing. She takes a cautious step backward as she looks sideways at Qrow.

Gesturing to his glass, Qrow jokingly and quite casually asks, "Make this one a double."

* * *

 _The girl?_

 _He is en route to her location but seems to be taking his time._

 _Well, we did give him conflicting personalities. Does he know of the mole?_

 _He does, as does the others and you, Michael and I._

 _But do those children know?_

 _According to her, they really bought it and believed what they saw._

 _Good. All that's left is our hunter._

* * *

 **To be continued...**


	81. What Life Looks Like

**Welcome back. It's me, Q. Let's read.**

* * *

All throughout the night, team RNJR, together with the newly resurfaced Pyrrha, remained in the local inn in Higanbana. As the sin begins to rise after the previous day, the team remain sleeping, with the only beds they have being only available for four people. Only Jaune didn't sleep in a bed. He insisted to let the injured Pyrrha sleep on his bed to let her rest.

As Jaune sits beside the bed where his teammate slumbers, he remains asleep as well until he felt a hand ruffle his blonde hair, prompting him to tiredly open his eyes and see...

...Pyrrha caressing his head.

"Good morning, Jaune." Pyrrha says to the boy she kissed. She smiles as the sunlight shines through the window of their room, making her beautiful face gloom as the JNPR leader stares at her deep green eyes.

With his mind feeling like melting, Jaune had no other thing to do but make a smile and say to her, "Hi, Pyrrha."

* * *

As the air horn honks loudly, the offramp of the ship lowered onto dry land, bearing Blake and Sun to allow passengers to disembark. The town has many small buildings and homes set among dunes and palm trees. The town bell rings in its belfry as the two Faunus walks ahead of the other passengers.

Before the two could go any further, Blake immediately remembered something. "Where's Sigma?" She asks Sun.

Right as they turn around, they see Sigma walking down the ramp as he waves goodbye to his new friend, Matte Skye, the first mate of the captain. She is also waving goodbye as she has delighted closed eyes while she laughs heartily upon the departure of her friend.

Once Sigma rejoins with Blake and Sun, the monkey Faunus puts his hands on the back of his head with a smirk on his face, asking Sigma, "Who's the chick, man? New girlfriend?"

"She's not into guys." Sigma responded, much to Sun's surprise. "She displayed interest in another female co-worker of hers while she toured me around the ship."

 _Oh come on! He meets a girl that isn't Blake and she's not even into dudes? Agh! I'm really unlucky today..._

Sun internally let his anger flow within him as he sighs quite loudly. He is simply ignored by Blake and Sigma as the former heads on and the latter follows, leaving the SSSN leader behind.

Several Faunus in summer wear meander casually at the dock, some waiting for friends or family among the new arrivals. The dock is also a commercial area, with mobile kiosks selling food and other wares. It is a relaxed atmosphere on a sunny day.

Sun is looking around while Sigma and Blake disembark ahead of him and walk through the market area together.

"I've never seen so many Faunus in one place!" Sun commented loudly as he runs up to the two to catch up.

Upon processing what the monkey Faunus said, Sigma realized in this area. Back in the boat, he had little to worry since there aren't that many people, but here, it's a problem. Without hesitation, he grabs a samurai straw hat from a hat stall they pass by, with the vendor luckily looking away as he talks to an interested customer. He places it atop his head and holds on to the front of the hat to lower it enough to hide his peculiar facial structure.

There was silence as they kept walking, which made Sigma think something's up, so he turns his attention to Blake at his right...

...and was greeted with a scowl on her face as she looks at him in slight anger. She really doesn't like it when Sigma steals things.

But instead of apologizing, Sigma only looks away and kept his hat lowered. Blake just sighs and turns her attention back to Sun, which she responded to with, "This is the one place everyone can feel safe, no matter who or what they are."

 _I doubt I can fit in here..._

Sigma mentally told himself as Sun finally caught up and went on Blake's right. However, he narrowly dodged a Faunus carrying a box, prompting him to ask her, "Is it always so… _cramped_?"

"Well, when you try and take an entire species and put them on an island that's two-thirds desert, yeah, it tends to be cramped." Blake summed up the perfect answer for Sun's question while simultaneously giving him some exposition on something he should have listened to in history class.

"What! You guys have that much more space? Why waste it? A little desert never hurt anyone!" Sun made a fair point, to which even Sigma agrees.

"He has a point." Sigma supports Sun's words as he tries to remain incognito.

"Wait, did you just back me up?" Sun sarcastically asks Sigma, but only received a growl from him and a rude response.

"Don't get used to it." says Sigma, his red eyes narrowing in annoyance.

"It's not like the desert in Vacuo, guys." Blake clarified while also stopping their argument before it escalates. "The wildlife here is more dangerous than most other regions." She added.

"So, they give us a terrible island, in the corner of Remnant, to try and shut us up." Sun sums up the history of Menagerie as he rubs his chin to help himself think.

Blake could only sigh at Sun's words. Not because she's annoyed at him, but at how precise his description is. She could only respond with, "That's a pretty good summary, yeah."

"Humanity is truly disappointing. It makes me wonder why good people like Skye and your team belong to that race." Sigma comments on the conversation, being as brutally honest as he can.

"We try to make the best of things." Blake responds to him.

The three pause in their walk to look at the view of the town the road affords. The road they are on goes downhill and to the side, bordered by palm trees and homes that have either canvas or wood roofs. The vista of palm trees spreads out to the edge of mountainous dunes in the distance. Right in the middle of all this is a large house with an open courtyard that the road appears to lead directly to. The house is at least three stories and is the only building in the whole area with a sophisticated roof.

Sun sums things up once again, this time, about the view they are looking at, saying only the perfect word for it: "Whoa!"

While the monkey Faunus admires the sight to behold, a young cat Faunus boy approaches Sigma, holding an empty cup as he holds it up to the Rogue Nanite, asking for at least some spare change. The boy is wearing a ragged tank top and black boots that look too big for him.

While it surprised him that the boy isn't bothered by his face, which the young one probably assumes that it is a mask, he is confused about what the child wants. For some reason, however, it felt instinctual for him to reach in his coat, grab a card of Lien, and place it in the boy's cup. The boy smiled and looks at the cup, saying to Sigma a very excited, "Thank you." The boy then happily runs off to a nearby shop to buy some bread for himself.

 _At the boat, I felt the need to make a friend with a complete stranger. Now, I'm giving money to a child who needed it... Am I adapting?_

Sigma filled his own head with a question he doesn't know the answer to.

As he has his own existential crisis, the two Faunus continue their conversation.

"This, is Kuo Kuana." Blake introduced her village to Sun as he is still completely frozen in awe as he gazes at the view.

"It's… beautiful." Sun couldn't help himself as he is still at awe at such a paradise, after getting used to desert areas and concrete jungles. To think such a view exists in this dangerous world. "I take it all back. This place looks great! Why would anyone ever want to leave?"

However, Blake took his response a different way, as if she felt offended. All she could tell him is, "That's not the point, Sun! We asked to be equal, to be treated just like everyone else! Instead, we were given an island and told to make do. So we did the best we could. We came together and we made a home where any Faunus could feel welcome. But this island, this town, will always be a reminder that we're still not equal. That we're still second-class citizens." Her self loathing lecture left her looking away, a single hand holding onto her left arm to hold back her rage as she sighs.

"Well, hey..." Blake suddenly hears Sun's response as she felt his hand on her shoulder, causing her to look at him, eye to eye. "...this guy's feeling pretty at home." He tells her, pointing at himself with his thumb.

Despite such a simple sentiment, Blake couldn't help but smile at Sun's enthusiasm. This kind of positivity is something she missed from him and her friends, especially Yang, Ruby and Ben.

But for now...

"Time to go home." Blake tells herself but was loud enough for Sun to hear.

Moving his hand to her other shoulder and pulling her in, Sun asks Blake, "Oh yeah? Which one's yours? Can you see it from here?" Sun uses his free hand like a visor to help him peer at the houses as Sigma finally got his head back in the game and joins the two, yet he remains quiet for a short minute.

"Kind of." Blake sheepishly replied as he Sun seems to be taking advantage of the situation and hols her real tight.

"Is it that one?" He asks, pointing away from Blake. "What about that tiny one down there? I like the paintjob." He added like a nonstop chatterbox while he points across Blake.

"I have a pretty good guess it's the black one over there." Sigma decided to jump in in the guessing game as he points at a particular area beside the one Sun pointed at the first time.

Sun scowls at the Nanite spoiling his fun as he points at another house that's right beside a lake. "No, it's that red one with a cute little flag on it." Sun retorted.

Sigma crossed his arms and simply uses his eyes to point at another house that has smoke coming out of it's chimney. "Actually, I think it's that blue one with two people standing on the roof and just talking." He retorted back.

The two boys continued to argue, one just trying to impress Blake and the other one just for the sake of arguing, but neither are stopping.

Blake, sighing in exasperation, stops the two by taking Sun's intruding arm by the wrist and directing it toward the large house in the middle of their view. "It's… that one." She added for emphasis.

Sun and Sigma stare at the enormous house ahead for a second before the monkey Faunus points his finger at Blake with a questioning expression. Blake nods, knowing what he's trying to say despite not uttering a single word. Sun looks at her for a beat before taking his arm off her and stepping back. He covers the sides of his head and crouches a bit, staring wide-eyed at the house and making a comical, amazed noise.

Seeing Sun's response as a natural reaction, Blake looks at Sigma for his opinion on the matter. He... is just staring at the house, but his arms are down while his red eyes are wide open in the same amount of shock as Sun's is.

Blake sighs yet again as the two boys remain astonished.

* * *

Once the trio reach Blakes house, they walk up the stone steps to the front door of the house. Blake hesitates when she moves to use the knocker.

"What's wrong?" Sun asks the cat Faunus.

"I, um…" Blake hesitated as she pulls away her hand from the knocker. "...it's just been a long time since I've seen my parents."

"Well, you came all this way." Sun encourage and reassures her.

Blake takes a quick breath for courage and bangs the door knocker. It makes a loud, heavy, resonating sound on the large door. Sun stares up, stepping back while Blake politely backs away from the door a few paces. Sigma doesn't do anything but take off his straw hat.

Sun could only point up at the door, terrified and comment, "Okay, if we're being honest, that's kind of intimidating."

Both Sun and Blake give off startled expressions while Sigma grunts a little but he had the same amount of shock as the other two, at the sound of the door being opened. From the door, a short, female cat Faunus is behind it, looking around at the visitors.

She had short hair and three gold piercings on her cat ears - two on her right, one on her left. She wears a black hakama and sandals with white tabi socks. Over her outfit, she wears a black shrug with a long right sleeve and a short left sleeve with gold leaf trim along the opening on the front. On both arms, she wears long, black arm warmers that extend to the middle finger. The left one has a purple band tied around the top and a pair of gold bangles around the wrist. Around her waist is a black and gold sash that trails behind her, with a gold flower-shaped buckle at the end.

Her ears perk and she moves the door out of the way so she can step forward when she recognizes one of the three people at their front porch.

"Blake?" The older Faunus woman could only mutter as she looks at the person she mentioned.

Awkwardly lifting her arm in greeting, Blake says to the woman, "Hi, mom."

 _That's her mother?_

Sigma said in his head as he stares at the two blood related Faunus, seeing the resemblance between Blake and her mom.

Without hesitation, Blake's mother steps away from the door and towards her daughter, hugging her. "My baby girl." She whispers into Blake's ear as she stroker her hair while she keeps her arms around the young girl.

Blake hesitates, uncertain for a moment, before her face gentles into a smile and she hugs her mother back.

They stand in front of open doorway. From inside the house, footsteps come closer and a shadow falls onto the carpeted entryway. Kali lets go of Blake and turns behind her at the sound of a gruff voice calling Blake's mother, saying, "Kali? Who is it?"

From the door, out comes a tall, muscular man with black hair, a beard and yellow eyes. For his top, he wears an open dark violet coat with white fur trim, exposing his hairy chest. Over his beige pants is a matching sash that wraps around his waist and is secured with a large, silver metal buckle. On the shoulder of his coat is a silver metal spaulder, which through a pair of curved strips across the chest attaches as a clasp on the opposite front panel of the coat. The white toes of his black leather boots have a shape reminiscent of paws with claws at the tips.

The man stands with his hands on his hips, waiting to greet the visitor. His quizzical expression changes to wide-eyed surprise, before his hands, shoulders, and face all fall in a clear, emotional reaction to the sight of Blake at their doorstep.

Sun sees this and grins, pleased at Blake's welcome as he turns to look at how she's taking it, while Sigma is eyeing Blake's mother, named Kali if the man who just came out is referring to her, and the man himself in front of them, who he is assuming is Blake's father.

 _This is how family is supposed to be?_

Sigma asks himself, once more, giving himself another existential crisis.

Blake has her hands clasped in front of her, awaiting her father's reaction. Kali has not let go, with her hands supportively on Blake's shoulder and arm.

Blake's father says nothing, but smiles, clearly happy. Blake smiles back, relieved. In the heat of the moment, Sun subconsciously, and out of force of habit with Neptune, raises his fist at Sigma, asking for a fistbump.

For a brief second, Sigma stares at Sun's closed fist, confused at what he's trying to say. But instead of being angry and angsty again, Sigma actually fistbumps with Sun. Sun did not question it and accepted that, for once, they agree on something: Blake is home.

* * *

Kali sets down her cup on the table. She, Blake's father, Sun, Sigma and Blake all sit on the floor at a square table within the mansion.

"We were horrified when we heard the news." Kali started as she sat down on her spot. "The Kingdom of Vale isn't perfect, but it certainly didn't deserve what happened. Oh, Ghira and I were both so worried."

"Please, I knew she'd be fine!" Blake's father, Ghira, put up a bravado as he creates a mixture of a smug smile and a proud smirk.

But Kali saw through his facade, together with knowing the truth, and scoffs, saying, "That isn't the slightest bit true. You should have seen him pacing."

"You guys have nothing to worry about. I've seen your daughter in action before! And trust me, she's got some moves!" Sun spoke as he does finger guns with his hands and uses them to playfully point at Blake.

Blake, who was sipping from her cup while Sun spoke, abruptly lifts her head and swallows at his last choice of words. Ghira glares at the young man on his right, asking quite menacingly, "And what exactly do you mean by that, Mr. Wukong?"

Sun freezes and slowly turns toward his host. In an attempt to try to explain himself, he tries to say, "I… uh, well, you see sir, it's just that, you know, that she's such a good fighter and all, uh, and as a fellow fighter, I have a lot of respect for her..."

As the monkey Faunus tries to get himself out of the situation he put himself into while Ghira stares at him in a passive aggressive expression, Kali leans in quietly to her daughter to ask, "Why is he here again?"

"He just kind of followed me home." Blake put it lightly, with a befuddled expression on her face.

Before commenting on Sun once more, Kali noticed that Sigma is staring at his cup of tea, doing nothing. It's as if the tea is something he's never seen before. "What about him?" Kali asks Blake about the other boy she brought to their home.

"He... needs a place to stay." Blake replies, this time with a less deadpan response and more one of sympathy for the Rogue Nanite.

"So which one of them is your boyfriend?" Kali teased her own daughter, but not quite quietly enough for an aside.

Blake blushed at the sudden question, yelling at her own mother, "Mom!"

"… slightly, I mean she's definitely above average. I mean, uh…" Sun ended his conversation with the old Faunus, however, he began struggling for words as all three Belladonnas watch him and wait for him to either get out of the hole he just talked himself into or keep digging.

In the awkward silence, Sun uses his tail to pick up the tea kettle and pour some more tea into his cup.

"This tea is really good." He tried making an excuse and awkwardly sips on his newly poured tea. "Heh heh..."

Kali giggles at the sight of the awkward monkey boy attempting to converse with the parents of his friend while Blake is forced to facepalm and blush in embarrassment.

As Ghira shakes his head in annoyance, Sigma actually turned his attention away from his tea that ha has not drank aad began looking at the Belladonas and Sun. The way mother and child talk, the father of the child scolding the boy who likes her, and earlier, how both parents welcomed and loved their daughter.

 _Family. Mother and father with their child. Is this what family is?_

Sigma asked himself as he sees the smiles in the faces of the Faunus in front of him. The only family he ever had were those who created him and his "siblings". And his "parents" only saw him as something to use against their enemies.

There was something within that told him it was wrong so he fled. He never really knew anyone else but Blake, a good friend he met on the run like him. Now he's seeing... a family.

His spaced out state is noticed by Kali, who stops her laughter and asks Sigma, "Is something wrong, young man?"

"Huh? Oh... Nothing, ma'am..." Sigma replied and looks away.

Ghira noticed Sigma as well as he has not spoken this entire time he's been here. "Young man, why don't you take off that mask? You have no need to hide your identity here." Ghira reassured Sigma.

"It's not a mask..." Sigma replied.

Before the two Belladonna parents could ask what Sigma meant, the loud sound of the front door knocker resonates, catching everyone's attention.

"Darn it, I completely forgot about the meeting!" Ghira scolded himself as he hits his fist onto the table, to which Kali quickly covers it with her hand to calm him down.

"Ghira…" The Belladonna mother says to her husband.

Ghira, however, could only respond with a duty bound look on his face and replies with, "Give me a moment." He then gets up and walks out of the room.

"Is everything okay?" Blake asks her mother. The commotion finally caught Sigma's attention.

"Yes, dear, just poor timing." Her mother replied while raising her cup of tea to be on her mouth's level. "He can reschedule. It's just been hard dealing with them lately." She adds, starting to sip on her cup.

A bit worried, Blake and Sigma exchange looks before the former asks her mother, "Dealing with who?"

Kali, after sipping on her tea, replies, "Hmm? The White Fang."

"WHAT?!" Blake, Sigma and Sun all yell as they rise from their seats.

* * *

Back at the tavern in Higanbana, the waitress that once served Qrow his drink is now in the process of scrubbing the floor.

As she's busy handling the floor, she's not aware of someone opening the door to the tavern, footsteps heading towards her.

The sound of the approaching footsteps cease when a voice addresses her, making the waitress look up.

"Excuse me, miss." The man in front of her called her attention. As she raises her from his feet to his head, instead of a face, what she sees is a man wearing a metal helmet with holes in the shape of eyes and a mouth.

"I'm looking for someone. Would you care to assist me?" Darkstar asks the terrified woman.

* * *

 **To be continued...**

* * *

 **Small announcement:** **Jade's preggy with her new kid with her new boyfriend so she's taking a 9 month break, but she did tell me to announce this. S** **he told me we are going to rewrite some parts of our RWBBYVerse's volume one. She wanted to improve her earlier works to give the story more sense and improve the overall story.**

 **That's all for now. Be safe everyone.**


	82. Flame Keepers Circle: Beginning

**So, uhhh... It's me, Q.**

 **I gotta be honest with ya, guys. I've said this in our RWBBY Chibi story but I'll repeat here for those who have not seen it: writing this is hard.**

 **Don't get us wrong, it's fun as heck, but with the current path canon RWBY is going, it's hard to put Ben in any of the recent episodes of Vol 4 and most likely the next Vol 5. So, how about this... me and Jade wait for Vol 5 and 6 (yes, I said 6) to finish before we find the perfect place for Ben on the episodes? RWBY is still an ongoing series, unlike Fairy Tail, Earth's Mightiest Heroes and Justice League Unlimited, which are all finished, which is why, while writers like Ultimate 10, Muffin and CaptainRex do still need to plan, still have little trouble because their two prime sources are done. For this story, it's hard. So the "true" route/plot of this story is delayed, but we will keep you guys entertained until then with filler arcs, with our first one, which starts here, being the Flame Keepers Circle arc, taking place between Vol 3 and Vol 4 of RWBBYVerse. The canonicity of this arc is entirely up for your imagination. How's that?**

 **Let us know in the reviews. Without further ado, here's the Flame Keepers Circle.**

* * *

Raven had founded herself arriving via her dark portal at the very village she had sent her troops to raid: Shion.

But just as her brother had told her, it's in ruins. Grazed and burned to the ground. But it was not just the very villagers of this area that are dead around her. It was her own tribesmen she had sent.

The Branwen woman confirms her suspicions. Her men never came back because they had died in battle. But how? Her men were strong. Warriors at heart, monsters in combat, with hands as strong as actual blades while their own weapons cut through solid steel like they were paper. The villagers of Shion barely had security and the local soldiers were not even a threat to Grimm.

How did they die?

"...I wish he'd be here. He could probably identity what had happened using his time alien." Raven whispers to herself as she crouches down to check one of her dead men, flipping him upright so she can see the man's face.

"Did someone say time?"

Raven was startled by the voice that came out of nowhere as she jumps from her crouching position and holds her blade's handle...

...only to see that it was Professor Paradox who was the owner of the voice and appeared out of nowhere. "By the gods, Paradox, don't do that!" Raven warned the professor as she lets go of her sword while calming herself.

"Hmmm... No threats and you were actually asking me to stop sneaking up on you. This must be the wrong timeline." Paradox snarks at the Bandit Leader, who scowls underneath her helmet before taking it off.

"Don't test me, Paradox. Could you, at the very least, tell me what caused all this?" Raven asks.

Paradox looks around at the chaos made by an unknown threat as he takes out his pocket watch to check the time, before he replies, "Ah, of course. The Shion Incident. Sadly, you will not be finding out what happened here. Not yet, anyway."

Raven's response came out merely as a sigh before she walks towards a nearby dead bandit and turns him over to see his face. The red swordsman only regrets her action when she sees the man's face almost resembles that of a skull as his skin has been drained of life and is grafted onto the man's skull with his mouth and eyes open of shock and indicates no life. "...I need to find Ben and warn him." She only spoke as she made her final resolve. She reaches for her sword, ready to open a portal only for Paradox to suddenly appear in front of her without her noticing.

"Are you sure about this, Ms. Branwen?" Paradox asked her with a serious tone he rarely uses.

"Something I must know, Paradox? Or this another one of your cryptic messages?" Raven asks with the same amount of seriousness the Time Walker has.

"Do you remember the last time you asked Ben's help?" Paradox purposely ignored Raven's question to ask his own, which the Branwen lady found annoying but otherwise cannot question him. After all, he knows everything and anything.

She only scoffs and replies, "Yes. I do. What is your point?"

Paradox actually smiles as he turns his back on Raven and looks at the distance, at the mountains ahead. "Are you willing to risk your own secret after trying so hard and succeeding in convincing your 'son' that those people who helped you against Conduit Lafitte and the Esoterica are 'people of revolution' and not your bandit tribe?" The good professor reminded Raven as he continues to gaze at the view, just as a crow flies up to a nearby rooftop of a burnt house and caws.

Raven could only look away as she turns her sight off of Paradox and at the dead tribesman she looked at earlier. Contemplating on her relationship with Ben and how she has made it stronger by just being there for him, she wonders...

...had she been this to her own daughter, would everything have been fine?

Or will it remain in ruins like the world almost became months ago?

* * *

 _Months ago..._

At the balcony once more, Ben looks down after what Weiss told him. Yang told Weiss back at Beacon that she can't believe Ben didn't save everyone. And he didn't bother even coming back for her. Now, Yang thinks everyone around her is just abandoning her. Her moms, Blake, Ruby, and now, Ben. Yang now told Weiss that she and Ben are done.

"I'm sorry, Ben. I know it wasn't my place to tell you but... I just..." Weiss tried apologizing to Ben.

"No. It's fine Weiss. You did the right thing." Ben replies but he kept looking down from the balcony. "Man... dumped again, huh?"

"Again?" Weiss asks.

"Well, there was Kai, Emily, Eunice, Julie and Ester..." Ben explained, mentioning previous girls he has dated. Well, dated by the original Ben but he has memories of dating the girls anyway. "And now Yang... I guess I'm a terrible boyfriend after all."

Weiss disagrees and puts a hand on Ben's shoulder and says, "Ben... You're not–"

"It's okay, Weiss... If that's how Yang sees me now... I... I'll accept it. For now, I... I just need some time..." Ben interrupted his teammate as he kept looking down.

Weiss wanted to say something but no words escaped her mouth. She should respect Ben's decision. "Okay. If you need a place to rest, I'll have the maids prepare the guest room." Weiss offered Ben.

Ben nods his thanks as Weiss leaves him at the balcony for a while. As Ben looks up at the sky, he thinks of the times that he wanted to keep going. He's gotten this far by thinking of his team, especially Yang, all the time. But now, knowing that Yang hates him, what's there left to keep him going?

He just stares at the sky a bit longer, just thinking about it.

Unknown to him, Weiss is at the doorway to the balcony, peeking at Ben as his state worries her. "Ben..." She whispers as the wind blows past...

...and a single snowflake drops beside Ben.

* * *

 _A day later..._

Winter sits at their dining table alone as she sips a spoonful of warm, macaroni soup before placing the silverware on the table and wiping her lips with a napkin. As she reaches for a glass of hot coffee beside her bowl, she immediately noticed Ben, rubbing his half asleep eyes, enter the dining area with a yawn. It would seem he has awoken from his slumber.

"Ah, Benjamin. I see you got some sleep. Did you rest well?" Winter asks before sipping on her coffee.

"Hm? Oh, uhhh..." Ben responded to his friend's big sister as he stops rubbing his eyes and forces himself to wake up. "I slept... moderately enough, I guess. I think I actually dreamt about you..."

This got Winter's interest she places her coffee mug down while smirking and raising an interested brow. "Oh? Do tell me, Mr. Tennyson. Was I dominant or submissive?" Winter suddenly asked him, clasping her hands together like the sly ice queen she is. "I always saw myself as the former, but I do find the latter quite strangely... alluring."

Ben gulp as blood finally started flowing properly through his veins, brain and heart before he starts blushing at Winter's words. "No no no! I dreamt that you scolded me about Weiss!" Ben fully explained to her, waving his arms frantically in front of him.

Winter giggles at Ben's adorable dorkiness as he scratches the back of his head while blushing and heading to a seat on the table. "I was merely teasing you. I have never done that to anyone but I couldn't help myself as you are quite the adorable and innocent boy I've ever met." Winter explained, pushing a big bowl of soup towards Ben so he can eat.

"Ummm... Thanks, I guess." Ben responds, the blush on his cheeks starting to fade as he gets over Winter's advances. As he uses the ladle in the large bowl to gather soup for his own, he thinks about what happened when he arrived here in Atlas.

 _Yang hates me, Pyrrha's dead and turned into an evil EVO monster and aside from Weiss, no one in my set of friends know I'm alive or where I am._

Ben told himself in his mind, sighing softly as melancholy filled his soul more, emotionally crushing his heart.

 _What am I gonna do without them?_

"Ben, stop!"

Ben is startled by the sudden voice Winter released from her lips, which made him stop pouring soup into his bowl...

...which is now spilling out because it was already full during his ongoing train of thought. "I... I'm sorry... I was lost in thought." Ben says to Winter as he puts back the ladle in the main bowl before taking his napkin and wipes the spilled soup on the table.

"Are you alright, Ben?" Winter asks her sister's friend, genuinely concerned for his well-being as she reaches for his hand, holding it to reassure him. For all her teasing, she genuinely likes Ben platonically, as this boy has been there for her sister and saved her life more than once.

It makes her wonder why it is not her and Ben that ended up together, seeing as from everything Weiss has told her, they went through a lot more than Ben did with his blonde girlfriend.

A question for another time. Right now, Ben has a problem and she wishes to help.

"I... Nevermind." Ben just tells Winter, standing from his seat as his hand leaves Winter's delicate grasp and leaving the dining room, walking back to his room.

Winter sighs at her inability to help Ben. As she looks out at the window at their dining table, she noticed that snow has began dropping from the sky, a sign of her namesake.

"...Klein, make more of the soup. Your timing was perfect." Winter yells out into their kitchen near their dining area. "And prepare my coat."

* * *

Weiss, wearing her pajamas, which consists of a faded blue nightgown with short sleeves and white trim and displays the Schnee Crest on the upper-right chest area, yawns as she walks away from her room, rubbing her eyes to get rid of her sleepiness.

However, she became immediately awake when she hears footsteps, which causes her to open her eyes and see Ben walking back to his room down the same hallway, which is usually the guest room but now temporarily Ben's. "Ben?" Weiss uttered in her hoarse and dry voice because she had just woke up.

But instead of being acknowledged, Ben ignores her as he kept walking in a fast pace. When Ben has passed by Weiss, she turns around to watch him go to his door. "Ben, wait!" Weiss finally found her voice, but was still ignored as Ben eventually opens his door, enters his room and shuts the door behind him. Weiss even hears a clicking noise inside, implying Ben locked his door.

Weiss could only sigh as she turns her back against Ben's door before heading to the dining room. Before sshe turns to a corner, she looks back a moment at Ben's door, a frown on her face formed, before looking down at the floor and leaving the hallway, on her way to the dining room.

* * *

Ben looks out the window of his room. As the snow slowly falls to the ground, slowly covering the area in the white substance, the Omnitrix hero opens his window and leans on the railing, staring into the distance.

Just as the clouds cover the sky, his own mind is clouded and unclear. What should he do now? Should he go Jetray and fly across the world to talk to Yang? No. With their current emotional status, they'd only end up arguing instead of talking. He needs some time to rest a bit. He succeeded in finding Weiss, and that was when his Omnitrix was temporarily disabled before rebooting. His main objective is to reunite team RWBBY.

Now with his Omnitrix, he can do that.

But his journey to Atlas and this break up has him fatigued. He'll need to chill out and plan a proper way to bring the girls and him back together.

Ben looks outside once more, snowflakes falling on his window sill, he realizes that winter is upon them. It's his first winter in Remnant and considering this world is almost identical to Earth, it's not so different from his winter.

Still, maybe he shouldn't mope around likes this. At least for now. He has two friends at the dining area waiting for him. He should go take some soup with them for the coming cold.

Ben rubs his eyes in case he has tears dropping from them before forcing a smile. He then walks away from his window and opens his door...

...only to meet a boy with white hair, wearing a short-sleeved white dress shirt, with the sleeves fastened just above his elbows by navy blue cuffs, each with twin gold buttons. Over his untucked shirt he wears a light blue vest, with a black handkerchief in his right breast pocket. He also wears a black necktie, navy blue trousers and black dress shoes.

"Oh! I was just about to knock and call for you!" The boy spoke to Ben, with an oddly, seemingly, sweet smile yet for some reason, Ben's getting creeped out by him.

The Omnitrix hero looks at this boy from hiss feet up to his face. The white hair, blue eyes and fair skin... He must be...

"...I didn't know Weiss and Winter had a brother." Ben deduced.

"Oh, they never mentioned me? How heartbreaking." The Schnee brother responded, faking a frown as he pretends to look away before facing Ben with another sweet but creepy smile. "Well, allow me to introduce myself. I am Whitley. And yes, I am indeed the brother of Winter and Weiss." Whitley, this strange boy, introduced himself as he offers his hand to Ben for a handshake.

Internally cringing, Ben raises a brow before reluctantly shaking Whitley's hand to show some respect, at the very least. When they let go of each other's hands, Whitley places both of his behind his back as he walks away, before saying, "As I've said, I came to call you. My sisters requested for your presence. They could have sent Klein but apparently, he has some things he needed to do. Oh well."

Whitley then goes ahead of Ben while his head is slightly to his side so he can still speak to the hero. "If you're ever interested in playing a piano, I would be love to teach you." Whitley said out of nowhere before turning to a corner and out of sight.

When he was gone, Ben just shuddered and tries to forget their conversation.

* * *

"Is that so?" Winter replied to Weiss after she had explained to her older sister why Ben's out of it.

Weiss only nods as she stares her bowl of soup, which she has not touched even after gathering this much already.

Winter leans back on her chair as she massages her temples while saying, "Love is so complicated. But still, that's quite the conundrum he is in." Winter then takes her mug of coffee and sips the last of it.

"That's why we need to convince father to let him stay for a bit. He doesn't have anywhere else to go at the moment." Weiss says, ceasing her stare at her soup and finally looking at her sister. "I wish... I could do more for him..."

"You can, Weiss." Winter comments, sitting right up from her leaning position to properly speak to her younger sibling. "You're his teammate and friend. The literal closest friend he has within miles. Be there for him. Talk to him."

Weiss, instead of an immediate response, just looks away and closes her eyes. The thought of her talking to Ben again after days of not seeing him always crossover her mind, but she never actually knew what will she say to him after telling him the bad news. But her sister is right. She should be there for him. They've been through so much together, she just can't abandon him.

Especially now that Yang, herself, has left him.

But... what exactly should she tell him?

"So..."

Both sisters turn to look at the entrance to the dining area to see Ben suddenly walking to the table with a smile on his face before sitting beside Weiss, which was his spot earlier. "You guys got smoothies?" He continued.

Weiss and her sister could only look at each other in confusion at his sudden change of mood. While they both look back at him, Weiss remains confused, but Winter actually smiles back at him and replies, "I'll ask Klein to make some."

* * *

 _Somewhere..._

Raven crouches down on a knee as she rubs a scorch mark on the stone floor of some sort of abandoned temple. After getting some ashes onto her glove covered fingers, she rubs them onto each other to test it.

Underneath her mask, she only narrowed her eyes as she does not recognize the heat and energy the ash is giving off. If this scorch mark was made by Dust, there's usually some leftover residue and a small spark of energy that will come out of them, yet this does not. Was this simply made by natural fire?

"No." Raven corrected her own thoughts as she stands back up. "The way the scorch marks look indicate an explosion occurred on this exact spot. A natural fire won't make something like this." Raven added, cupping her chin in thought as she looks around.

With nothing around her mostly but stones, fern and the temple in front of her, she heads towards the structure and noticed that, just above the long, rectangular entrance, a carving of what seems to be a tentacled beast is etched on the wall. She narrows her eyes at the strange image before entering the temple by walking.

Unknown to the Branwen swordswoman, a figure appears out nowhere right at the entrance, dressed in an almost Egyptian-esque attire with a mask that covers their whole head.

* * *

With no light source, Raven resorted to using a fire Dust lined blade for her sword, igniting it to give herself some light as she walks into this mysterious temple to discover what lies beneath.

Keeping her guard up at all times, Raven may seem like she's looking straight ahead, but she's utilizing her Aura as her own radar to detect if there's someone following her.

Upon walking what seemed to be just a few minutes straight, she comes across two branching paths. She looks at both and thinks about which one would she take. Looking at both, Raven simply decided to take the one to her left, walking into the dark halls once more...

...just as two figures seemingly peek behind an invisible wall somehow, wearing the same Egyptian-esque attire from the stranger from earlier.

* * *

When Raven reached the end of this hall at last, all she sees is a large room with golden pillars supporting the ceiling above her. There are fours steps forming a rectangular shape that leads to the middle of the room while at the very end of the area seems to contain some sort of shrine while behind it is a statue of a dragon, but it's stone head has been broken. In fact, it's at the middle of the room.

The ceiling itself has a rectangular hole in it, providing natural light from the sky, and letting Raven sheathe her sword back, simultaneously putting out the fire on her blade.

The swordswoman walks down the steps of the mysterious room, which she assumes must be some form of chapel, as shown by the shrine and the broken statue that she's assuming is a fake god.

Passing by the severed, stone head of the dragon statue, she walks up the steps that lead to the shrine itself, before she looks at the words carved onto it.

" _Priazi ds gnay ip boaluahe him, ixomaxip his vonph!_ "

"What language is this supposed to be?" Raven asked herself, after trying to read this unknown scripture. Touching the etched words onto the shrine, she narrows her eyes while she attempts to figure out what it's supposed to mean.

...Until her ears hear the sound of something almost ethereal passing by. She turns away from the shrine to look at what's behind her as she holds the handle of her sheathed blade. The same noise occured again nearby, like they were behind the pillars. She looks at both sides, but her Aura senses nothing and yet... something as well. Each time she heard the sound, for a brief moment, she'd sense a living being which immediately disappears.

Yet again, the same sound echoes from the hallway she came from to this room, causing her to look back in front of her. Like the previous two times, she sensed a brief sign of another person with her in this temple but disappears almost instantly.

That's when everything kicked into third gear. The same noise started repeating in almost a loop and in such a fast pace. Because of this sudden change of events, she can now sense the living beings creating these noises better...

...but she senses them everywhere. Even as a skilled warrior, Raven cannot help but sweat at her situation. Her opponents are everywhere, making ethereal noises, yet she cannot see them. She looks to her left and right, both sides with pillars, yet her foes are not revealing themselves. She can hear them down the hallway, echoing, but because of the darkness, she cannot see what's ahead.

She was distracted by her own thoughts, that she didn't notice a figure appear behind out of thin air, a ball of yellow energy in his hand, as he fires it at Raven.

Raven turns around just in time to see the energy ball coming at her.

And she draws her blade.

* * *

 _It started with an alien device did what it did_  
 _And stuck itself upon his wrist with secrets that it hid_  
 _Now he's got super powers, he's no ordinary kid_  
 _He's Ben 10._

 _Ben 10!_

 _So if you see him you might be in for a big surprise,_  
 _He'll turn into an alien before your very eyes_  
 _He's slimy, creepy, fast and strong_  
 _he's every shape and size_  
 _He's Ben 10_

 _Ben 10!_

 _Armed with powers, he's on the case_  
 _Fighting off evil from Earth or space_  
 _He'll never stop till he makes them pay_

'Cause he's the baddest kid to ever save the day

 _Ben 10!_

 _1! (Ruby)_

 _2! (Weiss)_

 _3! (Blake)_

 _Ben 10!_

 _4! (Yang)_

 _5! (Jaune)_

 _6! (Nora)_

 _Ben 10!_

 _7! (Pyrrha)_

 _8! (Ren)_

 _9! (Sun)_

 ** _BEN 10!_**

* * *

 **To be continued...**


End file.
